Orion Smart Home ™ Terms and Conditions of Sale
Last Updated: July, 2020
Please review these Terms of Sale carefully as these terms govern your purchase of the home security and automation products in your order (the “System”) from Connected Home Professionals, LLC dba Orion Smart Home (“Orion“, “We” or “Us”) and set out your rights and obligations with respect to your purchases, including important limitations and exclusions that might apply to you, such as those contained in our product warranties. These are the Terms of Sale under which We are willing to provide you with the System and requires the use of binding arbitration to resolve disputes rather than jury trials or class actions (described in detail below). Please be certain you understand them.
By placing an order for products or services from this website, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or entity to these terms and conditions. You may print these Terms of Sale by clicking the print button on your Internet browser.
You may not order or obtain products or services from this website if you (A) do not agree to these terms, (B) are not at least 18 years of age, or (C) are prohibited from accessing or using this website or any of this website’s contents, good or services by applicable law.
These Terms of Sale (these “Terms of Sale” or “Terms”) apply to the purchase and sale of products and services through www.orionsmart.io (the “Site“). These Terms are subject to change by Orion without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to purchasing any product or services that are available through this Site. Your continued use of this Site after the Last Updated Date will constitute your acceptance of and agreement to such changes.
Order Acceptance and Cancellation
You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.
U.S. Sales Only
Purchases from Orion are available only in the United States. You agree not to use or attempt to use any Orion product or service from outside of the United States or for any illegal or unlawful purpose. Orion is headquartered in Orem, Utah. By purchasing a System from Orion online you agree that the place of sale shall be considered to be Orem, Utah for all purposes.
Sales to End Users Only
Purchases made through the Orion website are for end user customers only. Sales to dealers, resellers or distributors or any other third-party are prohibited.
Prices
All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total, and will be itemized in your shopping cart and in your order confirmation email.
We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
Your total price will include the price of the products in your order plus any applicable sales tax and shipping charges, less any discounts offered. Orion reserves the right to change prices for products offered at any time, and does not provide price protection or refunds in the event of a price drop or promotional offering. In the event a product is listed at an incorrect price due to typographical error or error in pricing information received from our suppliers, we shall have the right to refuse or cancel any orders placed for product / service listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit or debit card charged. If your credit or debit card has already been charged for the purchase and your order is canceled, we shall immediately issue a credit to your credit or debit card account in the amount of the incorrect price.
Sales Tax
Orion website transactions will include sales tax based on the delivery address and the sales tax rate in effect at the time your transaction is completed. If the sales tax rate for the state to which your order is being shipped changes before the product is shipped, the rate in effect at the time your order was received will apply. You are responsible for all applicable sales taxes, and Orion has the right to collect any tax it believes it is obligated to collect.
Payment Methods
Orion accepts credit cards and debit cards and gift cards as forms of payment. If a credit card is being used for a transaction, Orion may obtain a pre-approval from the credit card company for an amount up to the amount of the order. Billing to your credit card occurs at the time of purchase or when the order is shipped. If the balance from an Orion Gift Card is used for a transaction, the amount is deducted from your Gift Card at the time of purchase. If the total amount of the transaction is greater than the balance available in Gift Card your credit card will be charged for the balance.
Orion accepts the following credit cards: Visa, MasterCard, American Express, Discover, Diner’s Club and JCB. We are unable to accept credit cards issued by banks outside of the United States. Debit cards and check cards have daily spending limits that may prevent the processing of your order.
Shipping
We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order.
Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
Life Safety Notice
If you purchase a System that includes smoke detectors or carbon monoxide detectors, or if you add smoke detectors or carbon monoxide detectors at a later time, there may be specific requirements or standards for the installation and location of such detectors. You should contact your local authority having jurisdiction or consult a qualified professional to assist in the installation, maintenance and location of such detectors. You have sole responsibility for complying with any and all codes, laws and standards that may apply to the installation, placement, and maintenance of the System.
Returns and Refunds
Except for any products designated on the Site as final sale or non-returnable, We will accept a return of the products for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within 60 days of shipment with valid proof of purchase and provided such products have not been installed, and are returned in their original sale condition. To return products, you must call 1-877-736-3474 or email our Returns Department at support@orionsmart.io to obtain a Return Merchandise Authorization (“RMA”) number before shipping your product. No returns of any type will be accepted without an RMA number.
Orion will pay all shipping and handling charges on returned items. You bear the risk of loss during shipment. We therefore strongly recommend that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection. All returns are subject to a 15% restocking fee.
Refunds are processed within approximately three business days of our receipt of your merchandise. Your refund will be credited back to the same payment method used to make the original purchase on the Site. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THIS SITE AS NON-RETURNABLE.
For defective returns, please refer to the manufacturer’s warranty included with the product or as detailed in the product’s description on our Site.
Trial Period
Notwithstanding the foregoing, you agree to either activate the System or initiate a return of the System to Company within 60 calendar days of date of receipt (“Trial Period”). You agree that failure to activate and failure to postmark a return of your equipment (which must be in new resalable condition) during the Trial Period may result in any upfront discounts being charged to your provided method of payment (in addition to the other charges set forth in this Agreement), which shall be the sum of (1) the contract term discount if any and (2) a coupon/incentive code discount if any. You may return the System for any reason and receive a full refund provided that the return must be postmarked during the Trial Period and the equipment must be in new resalable condition when received by Company. If Company, in its sole discretion, elects to allow a return after the Trial Period, a restocking fee of up to 15% of the purchase price may be deducted from any amount refunded. Orion will pay all shipping and handling costs for returns. However, You bear the risk of loss during such shipment, as explained in the Returns and Refunds section above.
You will not be refunded any monitoring fees, services fees, taxes, or other costs associated with your monitoring services if you elect to return equipment during the Trial Period. Refunds apply only to the cost of the System.
Manufacturer’s Warranty and Disclaimers
We do not manufacture or control any of the products or services offered on our Site. The availability of products or services through our Site does not indicate an affiliation with or endorsement of any product, service or manufacturer. Accordingly, we do not provide any warranties with respect to the products or services offered on our Site. However, the products and services offered on our Site are covered by the manufacturer’s warranty as detailed in the product’s description on our Site and included with the product. To obtain warranty service for defective products, please follow the instructions included in the manufacturer’s warranty.
ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
Limitation of Liability
WE HAVE BEEN GIVEN ASSURANCES OF PRODUCT SALABILITY, MERCHANTIBILITY, AND COMPLIANCE FROM THE MANUFACTURERS. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
OUR SOLE AND ENTIRE MAXIMUM LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED THROUGH OUR SITE.
The limitation of liability set forth above shall only apply to the extent permitted by law.
Orion does not represent that the System may not be compromised or circumvented; that the System will prevent any personal injury or property loss; or that the System will in all cases provide adequate warning or protection. You understand that the System may be interrupted, circumvented, unavailable (for a limited or extended time period) or otherwise compromised, including as a result of equipment designed or used by a third party for the purpose of causing false alarms or gaining unauthorized access to or otherwise affecting or controlling the System (including any Camera). You assume all risk associated with the suitability, installation and performance of the door lock and other third-party components, hardware, software and services that you select.
CONSEQUENTLY, NO ORION PARTY, AS DEFINED ABOVE AND INCLUDING CONNECTED HOME PROFESSIONALS, LLC, NorthStar ALARM SERVICES, LLC AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS, SHALL HAVE ANY LIABILITY FOR ANY LOSS, DAMAGE OR EXPENSE (COLLECTIVELY, “LOSSES”), INCLUDING ANY PROPERTY DAMAGE, PERSONAL INJURY (INCLUDING DEATH), ECONOMIC LOSSES OR ANY OTHER FORM OF LOSS, DAMAGE OR EXPENSE ARISING OUT OF OR IN CONNECTION WITH, DUE TO, OR CAUSED IN WHOLE OR IN PART BY A CLAIM THE SYSTEM FAILED TO GIVE WARNING. HOWEVER, IF ANY ORION PARTY, AS DEFINED ABOVE, IS HELD LIABLE, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY LOSS ARISING OUT OF OR IN CONNECTION WITH, DUE TO, OR CAUSED IN WHOLE OR IN PART BY THIS LIMITED WARRANTY OR OTHERWISE, THE AGGREGATE LIABILITY OF ALL ORION PARTIES, AS DEFINED ABOVE, SHALL BE LIMITED TO THE PURCHASE PRICE OF THE SYSTEM, WHICH SHALL BE THE COMPLETE AND EXCLUSIVE REMEDY AGAINST THE ORION PARTIES, AS DEFINED ABOVE. YOU ACKNOWLEDGE AND AGREE THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO DETERMINE THE ACTUAL DAMAGES, IF ANY, THAT MAY RESULT FROM A FAILURE OF THE SYSTEM TO GIVE WARNING. THIS AGREED-UPON AMOUNT (THE PURCHASE PRICE OF THE SYSTEM) IS NOT A PENALTY, AND IS THE SOLE REMEDY.
BY AGREEING TO THESE TERMS, YOU ARE RELEASING EACH ORION PARTY, AS DEFINED ABOVE, ON YOUR BEHALF AND ON BEHALF OF ALL OTHERS WHO MAKE CLAIMS UNDER THE TERMS OF SALE FROM ALL LOSSES, AS DEFINED ABOVE, ARISING OUT OF OR IN CONNECTION WITH, DUE TO, OR CAUSED IN WHOLE OR IN PART BY ANY COVERED CLAIM, AS DEFINED ABOVE. UNDER NO CIRCUMSTANCES WILL ANY ORION PARTY, AS DEFINED ABOVE, BE RESPONSIBLE OR LIABLE TO YOU FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, DEATH OR DAMAGES TO PROPERTY. NOTWITHSTANDING THE FOREGOING, EVEN IF A ORION PARTY, AS DEFINED ABOVE, IS FOUND LIABLE FOR ANY LOSSES, AS DEFINED ABOVE, ARISING OUT OF OR IN CONNECTION WITH, DUE TO, OR CAUSED IN WHOLE OR IN PART BY ANY COVERED CLAIM, AS DEFINED ABOVE, ANY SUCH LIABILITY IN THE AGGREGATE OF ALL ORION PARTIES, AS DEFINED ABOVE, SHALL BE LIMITED TO THE PURCHASE PRICE OF THE SYSTEM, WHICH SHALL BE THE COMPLETE AND EXCLUSIVE REMEDY AGAINST ALL ORION PARTIES, AS DEFINED ABOVE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Insurance
THE PRICE OF THE SYSTEM IS UNRELATED TO THE VALUE OF PROPERTY LOCATED ON OR NEAR THE PREMISES AT WHICH THE SYSTEM IS LOCATED. NO PORTION OF THE PURCHASE PRICE IS FOR INSURANCE OR SHALL BE DEEMED OR CONSIDERED INSURANCE PREMIUMS. YOU ACKNOWLEDGE AND AGREE THAT ORION IS NOT AN INSURER AND SHALL NOT PROVIDE INSURANCE COVERAGE AGAINST ANY LOSSES, AS DEFINED ABOVE. TO THE EXTENT YOU WISH TO HAVE ANY INSURANCE COVERAGE FOR LOSSES, AS DEFINED ABOVE, IT IS YOUR RESPONSIBILITY TO PROCURE AND MAINTAIN SEPARATE INSURANCE POLICIES FROM AN INSURANCE COMPANY OR COMPANIES, SOLELY AT YOUR COST AND EXPENSE, FOR COVERAGE AGAINST ALL LOSSES, AS DEFINED ABOVE, INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR IN CONNECTION WITH, DUE TO, OR CAUSED IN WHOLE OR IN PART BY (I) THESE TERMS OF SALE, INCLUDING ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR OBLIGATION ARISING HEREUNDER (II) THE SYSTEM, (III) THE ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE, (IV) THE IMPROPER OPERATION OR NON-OPERATION OF THE SYSTEM, (V) BREACH OF CONTRACT, EXPRESS OR IMPLIED, WHICH OCCURS BEFORE OR AFTER THE SIGNING OF THIS AGREEMENT (VI) BREACH OF WARRANTY, EXPRESS OR IMPLIED, (VII) PRODUCT OR STRICT LIABILITY (VIII) LOSS OR DAMAGE TO OR MALFUNCTION OF FACILITIES NECESSARY TO OPERATE THE SYSTEM, TRANSMIT ANY SIGNAL TO OR RECEIVE SIGNALS AT ANY MONITORING FACILITY, (X) A CLAIM FOR SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, OR (XI) A VIOLATION OF ANY APPLICABLE CONSUMER PROTECTION LAW OR ANY OTHER THEORY OF LIABILITY OR ALLEGED FAULT ON THE PART OF ANY ORION PARTY, AS DEFINED ABOVE (COLLECTIVELY, THE “COVERED CLAIMS”). RECOVERY FOR ANY LOSS, AS DEFINED ABOVE, SHALL BE LIMITED TO THE INSURANCE YOU PURCHASE SEPARATELY FROM AN INSURANCE COMPANY, IF ANY.
Release of Insured Losses; Waiver of Subrogation
You release all Orion Parties for all Losses covered by your insurance policies and for all insurance deductibles. You also waive and release any subrogation and other rights you or your insurance company may have against any Orion Party for money paid to you or on your behalf.
INDEMNIFICATION
IF ANYONE OTHER THAN YOU (INCLUDING YOUR INSURANCE COMPANY) ASKS ANY ORION PARTY, AS DEFINED ABOVE, TO PAY FOR ANY LOSSES, AS DEFINED ABOVE, INCLUDING ATTORNEYS’ FEES ARISING OUT OF OR IN CONNECTION WITH, DUE TO, OR CAUSED IN WHOLE OR IN PART BY ANY COVERED CLAIM, AS DEFINED ABOVE, YOU SHALL INDEMNIFY, DEFEND AND HOLD EACH ORION PARTY, AS DEFINED ABOVE, HARMLESS (WITHOUT ANY CONDITION THAT ANY OF THEM FIRST PAY), FOR ALL LOSSES, AS DEFINED ABOVE, INCLUDING ATTORNEYS’ FEES, ASSERTED AGAINST OR INCURRED BY SUCH PARTIES. THE DUTY TO DEFEND ARISES UPON THE ASSERTION OF A CLAIM OR DEMAND AGAINST ORION AND DOES SO REGARDLESS OF WHETHER ORION HAS BEEN FOUND LIABLE OR WHETHER ORION HAS INCURRED ANY EXPENSE. THE FOREGOING INDEMNIFICATION OBLIGATIONS MAY NOT BE ENFORCEABLE IN SOME STATES, SO SUCH OBLIGATIONS MAY NOT APPLY TO YOU.
Software
Software embedded within any Orion System is licensed to you under this section on a non-exclusive and limited basis, and not sold. You may use such software only in connection with the product in which it is embedded, and may not modify, distribute, copy or reverse engineer such software. Such software may contain or be provided together with open source software. Copyrights to the open source software are held by the respective copyright holders indicated therein. All rights with respect to such software not licensed to you hereunder are fully reserved by Orion and/or its licensors.
Camera
If the System includes any camera or any other video-related equipment (collectively, the “Camera”), then with respect to the Camera, you acknowledge, understand and agree that (i) the Camera is intended to assist you, Orion and the monitoring facility in the verification of alarm events at your premises, not to reduce or eliminate any risk of loss, (ii) the Camera is not intended to detect or prevent unauthorized intrusion onto the premises or any other emergency condition, including fire, smoke, carbon monoxide, medical emergencies or water damage, (iii) you will use the Camera solely in connection with lawful recording practices on or near your Premises that at all times comply with the Terms of Service which can be found at www.orionsmart.io/terms-of-service, and no other purpose, (iv) you shall not use the Camera, or permit the use of the Camera, for any illegal or unlawful purpose, (v) you shall not use or permit the use of a Camera installed with a view where any person may have a reasonable expectation of privacy, including restrooms, dressing or changing areas, locker rooms or similar areas, (vi) you shall instruct all persons who may use the Camera of any limitations with respect to the Camera, (vii) you shall notify any person whose oral communication may be intercepted, recorded or transmitted by the Camera of any such interception, recording or transmission, and (viii) when and to the extent restricted or otherwise prohibited by applicable laws, YOU SHALL NOT INTERCEPT, RECORD OR TRANSMIT ANY ORAL COMMUNICATION OF ANY PERSON WITHOUT HAVING SUCH PERSON’S PERMISSION TO DO SO. Please refer to the Orion Privacy Policy at www.orionsmart.io/privacy-policy for important information regarding the recording of audio or video.
Privacy
Please refer to Orion’s privacy policy at www.orionsmart.io/privacy-policy for important information about our collection, use and sharing of your personal information.
Force Majeure
We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, virus or bacterial outbreak, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Dispute Resolution and Arbitration
PLEASE READ THIS SECTION CAREFULLY.
Notices and Legal Matters / Binding Arbitration / Class Action Waiver. Company is not bound by any change or waiver of any provision of this Agreement unless such change or waiver is signed by an authorized officer of the Company. If any provision of this Agreement is determined to be invalid or unenforceable, each remaining provision in the Agreement will continue to be valid and enforceable.
Limitations Period. Unless prohibited by applicable law, Customer must bring any claim against Company within 1 year after the claim arose or could have been discovered through a reasonable inquiry. Customer’s failure to bring any claim within 1 year will result in a forfeiture of the right to bring such claim against Company, and Company shall bear no liability to Customer for such claim. The provisions of this Agreement which apply to any claim shall remain in effect after the expiration or termination of this Agreement.
Applicable Law. This Agreement shall be governed by and construed according to the laws of Utah without reference to its conflicts of law rules. The interpretation of this Agreement shall not be construed against the drafter.
ARBITRATION: Except for actions brought by Company and arising from the Customer’s failure to make payments under this Agreement, the parties agree to resolve through binding arbitration all suits, causes of action, controversies, claims or disputes (collectively referred to as “Claims”) that arise by virtue of this Agreement or otherwise. Arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. Claims shall be heard by a single arbitrator, unless the claim amount exceeds $1,000,000, in which case the dispute shall be heard by a panel of three arbitrators. The place of arbitration shall be Salt Lake City, Utah. Any award under this Section shall be subject to the limitation of Company’s liability set forth herein above and the arbitrator(s) shall not award consequential, special, exemplary, punitive or incidental damages in any arbitration initiated under this Section.
CLASS ACTION WAIVER: THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION BASIS OR ON ANY BASIS INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OTHER PERSONS OR ENTITIES DOING BUSINESS WITH COMPANY, OR OTHER PERSONS OR ENTITIES SIMILARLY SITUATED. FURTHERMORE, CLAIMS BROUGHT BY OR AGAINST COMPANY MAY NOT BE JOINED OR CONSOLIDATED IN THE ARBITRATION WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER COMPANY CUSTOMER, UNLESS OTHERWISE AGREED BY THE PARTIES. The costs of any arbitration, including all related fees and costs, shall be paid by the non-prevailing party as determined by the arbitrator(s), or shall be levied in an equitable manner as determined by the arbitrator(s). The arbitrator(s) shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, formation or enforceability of this Agreement. The proceedings conducted under this Agreement shall be held in confidence by the parties. EXCEPT AS OTHERWISE PROHIBITED BY LAW OR AS EXPRESSLY PERMITTED BY THIS SECTION, THE PARTIES ACKNOWLEDGE THAT THEY WAIVE ALL RIGHTS THAT THEY MAY HAVE TO A JURY TRIAL OR BENCH TRIAL AS IT RELATES TO ANY CLAIMS ALLEGED BY THE OTHER PARTY, EXCEPT AS OTHERWISE PROHIBITED BY LAW. THE PARTIES ACKNOWLEDGE THAT THEY WAIVE ANY RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. CUSTOMER SHALL HAVE THE RIGHT TO OPT OUT OF THIS AGREEMENT TO ARBITRATE BY PROVIDING WRITTEN NOTICE OF ITS INTENTION TO DO SO TO COMPANY WITHIN 60 DAYS OF THE EXECUTION OF THIS AGREEMENT.
Notices. All notices under this Agreement are to be in writing, signed and dated and are to be sent by U.S. Mail postage prepaid and addressed to Orion Smart Home, 545 E University Parkway, Suite 500, Orem, UT 84097 or to Customer at the address shown in this Agreement. Customer will notify the Company in writing of any change of address for the purpose of giving notices under this Agreement. Notices by the Company are effective five days after mailing if mailed in accordance with this Section whether received or not.
Governing Law and Jurisdiction. These Terms of Sale and all matters arising out of or relating to these Terms or transactions on the Orion website are governed by and construed in accordance with the internal laws of the State of Utah without reference to its conflicts of law rules. The interpretation of the Terms shall not be construed against the drafter.
Monitoring Services
Monitoring services will not be automatically provided in connection with your purchase of the System unless you activate such services online through www.orionsmart.io or by calling Orion Customer Support at 1-877-736-3474 (and as and when this feature becomes available, through the Orion mobile app). Monitoring Services are charged monthly and in addition to the purchase of the System. Monitoring Services are provided in accordance with Orion’s Terms of Service which can be found online at www.orionsmart.io/terms-of-service.
Monitoring services are provided by NorthStar Alarm Services, LLC (“NorthStar”), whose address is 545 E. University Parkway, Suite 500, Orem, UT 84097. NorthStar’s customer service phone number is 800-775-7827. Orion Smart is a registered DBA of Connected Home Professionals, LLC, which is a wholly-owned subsidiary of NorthStar. NorthStar’s website is www.northstarhome.com. Please refer to the Terms of Service, Services Agreement, or the company’s website for additional information.
Assignment
You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this provision is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
No Waivers
The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Orion.
No Third-Party Beneficiaries
These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
Other Terms and Conditions
You understand and agree that sales made by Orion-authorized distributors, resellers or retailers shall be subject to these Terms of Sale, notwithstanding that the ultimate sale may have been made by authorized distributors, resellers or retailers. Moreover, the initial sales made to you by such Orion-authorized distributors, resellers or retailers shall be deemed an “initial sale” for the purpose of the Limited Warranty specified herein, and as such the Limited Warranty specified herein shall similarly apply to products sold to you in this manner.
Should any provision of the Terms of Sale (or portion of the Terms of Sale), or its application to any circumstances, be held illegal, invalid or unenforceable to any extent, the validity and enforceability of the remainder of the provision and the Terms of Sale, or of such provisions as applied to any other circumstances, shall not be affected thereby, and shall remain in full force and effect as valid, binding and continuing. When used in these Terms of Sale, the word “including” shall mean “including, but not limited to.”