1. Ownership.  You (“Customer”) represent and warrant that you are the owner of the land and structure(s) located on the property address(es) (“Property”) submitted to Shield Ups for service, or are the owner’s legal representative with full right and authority to enter into this Agreement and to authorize the installation of shields on the Property; that you have the legal right to possession of the Property; that you are not aware of any persons who have the right to possession of the Property; that you are not currently involved in any litigation concerning the right to possession of the Property; that your possession of the Property is peaceful and uncontested; and that the Property is otherwise in a condition to be safely boarded-up with the Shield Ups system.
  2. Fees. There will be a onetime fee of $1500.00 upon installation of Shields Ups which will cover the first 90 days. An additional lease fee of $150 per Property will be assessed per 30 day period (“Period”) which will be payable in advance. The first Period lease fee is payable upon submission of your order.  Additional Periods are charged in advance and are non-refundable.  Shield Ups will honor requests for removal prior to the termination of the current Period; however the Customer will not be entitled to a refund for an early removal of the Shields.  Payments are due prior to the expiration of each Period.  Failure to pay all fees when due will constitute a default by the Customer.  In addition to other remedies provided by law, the Customer agrees that, upon default, Shield Ups may remove all shields from the Property without prior written notice.
  3. Shield Ups System.  You agree that Shield Ups owns all shields and equipment used to secure the shields to the Property.  During the term of this Agreement, and until terminated as provided below, Shield Ups will maintain sole and exclusive ownership of the shields.  Customer will have no ownership interest in the shields whatsoever, and shall have no security interest in the shields.  This Agreement constitutes an agreement by the Customer to lease the shields on the terms and conditions contained herein.  Shield Ups will provide for the installation and removal of the shields at the price specified in your confirmation.
  4. Installation.  Standard installation shields only the main level access points and does not include shielding for the basement or second floor.  Pricing for additional levels may vary and must be quoted to you from a Shield Up representative in writing. Installation times advertised on the Shield Up website and marketing materials is estimated and not guaranteed.  Shield Ups will not be responsible in any way for damage or injury which occurs prior to the installation of the shields. You understand that the Shield Up system requires security head bolts to be screwed into the exterior of the Property.  The installation of the shields will create permanent drill holes where the security head bolts have been placed.  You agree not to hold Shield Ups responsible for any damage caused during the installation and removal of the shields.  You further agree that Shield Ups is not responsible for damage to landscaping which may be occasioned by the installation of the shields.
  5. Damage.  No security system is unbeatable.  Although the Shield Up system will serve as a visible deterrent to thieves and vandals, the Shield Up system, like any other security system, can be defeated.  Shield Ups does not guaranty that your Property will not be vandalized, burglared, or otherwise broken into.  Shield Ups recommends that personal Property of any value be removed from vacant Property before requesting the installation of the Shield Ups system.  Shield Ups is not responsible for damage to the Property or for injury to persons or property contained within the Property.  You represent and warrant that there is no personal property of value located within the Property.
  6. Limitation of Liability. IN NO EVENT SHALL SHIELD UPS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FROM ANY CAUSE, EXCEED THE TOTAL FEES PAID TO IT FROM CUSTOMER UNDER THIS AGREEMENT FOR THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE DISPUTE AND/OR CAUSE OF ACTION AROSE. IN ADDITION, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES OR LOSS OF PROFITS), EVEN IF SHIELD UPS, ITS AFFILIATES, OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY CONTRACTUAL, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. SHIELD UPS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING SERVICES TO CUSTOMER OR ANY OTHER PERFORMANCE UNDER THIS AGREEMENT. It is agreed that in no event will Shield Ups be liable for any claim, loss, billing error, damage, or expense caused by Shield Ups’ performance or failure to perform hereunder that is not reported in writing by Customer to Shield Ups within thirty (30) days of such failure to perform or, in the event of a billing error, within sixty (60) days of the date of the invoice or applicable statement.
  7. DISCLAIMER OF WARRANTIES.  SHIELD UPS MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.  ALL IMPLIED WARRANTIES OF ANY KIND, WHETHER OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, HABITATION, OR OTHERWISE, ARE EXPRESSLY DISCLAIMED BY SHIELD UPS AND EXCLUDED FROM THIS AGREEMENT.  
  8. Indemnification. Customer agrees to indemnify, defend and hold Shield Ups, and its officers, directors, agents and employees, harmless from and against any liability, claims, demands, costs, loss, damages and/or reasonable attorney’s fees incurred or suffered by Shield Ups as a result of or arising from Customer’s conduct of its business, any transactions processed under this agreement, Customer’s breach of any representation, warranties, obligations or provisions under this agreement or Customer’s violation of applicable law, regulation or rule. In the event that Shield Ups receives any claim or demand or becomes subject to any suit, proceeding or other action under which a claim for indemnification may be made against Customer under this agreement, Shield Ups shall (a) promptly notify Customer in writing of the claim or legal action; (b) reasonably cooperate with Customer in the making of any of Customer’s claims or defenses if such cooperation does not conflict with Shield Ups’ position; and (c) provide information, assist in the resolution of the claim and make available at least one employee or agent who can testify regarding said claims or defenses if such information, and assistance does not conflict with Shield Ups’ position. Any and all costs for responding to court orders of any type including subpoenas for transactions generated by Customer or from doing business with Customer shall be due and payable to Shield Ups upon demand. Such costs include but are not limited to attorney’s fees, administrative costs and costs for employee time relative to such response. The Customer shall, upon written notice from Shield Ups, immediately undertake payment to counsel selected by Shield Ups for the defense of any such claim or action. If Customer wishes to settle any such claim involving Shield Ups, Customer shall obtain Shield Ups’ prior written approval of such settlement.
  9. Default.  Upon Default of the Customer, Shield Ups shall be entitled to enforce the terms of this Agreement and, in addition, may immediately remove all shields from the Property without prior notice of any kind to the Customer.  In any action for recovery of unpaid fees, Shield Ups shall be entitled to its costs of collection, including actual attorney fees.
  10. Entire Agreement. This Agreement, together with the Properties identified by the Customer, contains the entire understanding of the Parties hereto related to the Properties.  All prior agreements between the parties are merged herein.  No promise or representation shall be binding against Shield Ups unless in writing and signed by an authorized representative of Shield Ups.
  11.  Arbitration.  Any dispute arising out of or relating to this contract, or the breach thereof, except for claims solely for collection of fees owed brought by Shield Ups, shall be finally resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. The arbitration will be conducted in the English language in the City of Dearborn, Michigan. Any and all claims must be decided on their own merits and no class actions shall be permitted. Customer agrees that any action against Shield Ups arising out of, or related to, this Agreement or any services rendered or not rendered by Shield Ups, must be brought within the shorter of (a) the time provided by law or (b) one (1) year of the event giving rise to the claims, or be forever barred. Customer waives any limitation period to the contrary.