Conserv exists to bring better preventive care to more of the world's 450,000+ collections through innovative technology. As part of our business model we help organizations collect and make sense of environmental data that affects their collection. We take data privacy seriously.
This is an Agreement (the “Agreement”) between you (“you” or the “Subscriber”) and Conserv Solutions, Inc. (“we” or “Conserv”). In this Agreement, “System” means the products you have purchased, leased, or licensed from Conserv; “Services” mean the services you have selected to receive from Conserv, including the Application, defined as the software or subscription services that may be accessed on your computer, smartphone, tablet or other connected device (or any related or connected third-party mobile devices or product peripherals that control or connect to any of the foregoing) to access Services remotely and the customer support Services provided by Conserv in support of any of the foregoing; “Premises” means the premises at which the System is located. The term “you,” as used in this Agreement, means any person or entity who accesses or uses the Services and any person or entity who creates an account and accepts this Agreement and accesses or uses the Services, including any person granted access to the Services by you.
A. Conserv will provide you the Services subject to the terms of this Agreement.
B. Only individuals age 18 and older are permitted to subscribe for the Services and register for an Account.
D. If you contact Conserv’s customer service, you hereby consent to the means by which such contact was initiated. You similarly consent to Conserv contacting you through any of the means that Conserv makes available utilizing the contact information identified in your Account. This may include one-way or two-way video-enabled customer service communication methods, whether made available via your mobile device, through the Application or any other mobile or web interface now existing or later developed. Except as otherwise expressly agreed by you under a separate services agreement, Conserv will not charge you any additional fees to deliver, or for you to receive, such customer support Services; however, your wireless service provider may charge a fee for air-time or data usage associated therewith. Check with your wireless carrier if you have questions about your wireless plan.
The term of this Agreement will continue until this Agreement is terminated pursuant to this section. Conserv or Subscriber may terminate this Agreement for any reason or no reason following notice sent to the other as set forth in this section. Subscriber shall provide notice of termination to Conserv by (1) regular mail, postage prepaid, or overnight delivery, by a reputable, national overnight delivery service, to Conserv’s then current principal place of business or (2) calling Conserv Customer Support at 205-222-2847 and following the instructions provided. Such notice by Subscriber shall be effective upon Conserv’s receipt thereof. Conserv shall provide notice of termination to Subscriber by email sent to the email address on file with Conserv for your current online account. Conserv’s termination shall be effective when Conserv sends the email notice. If you do not provide Conserv an email address, then Conserv may send you written notice of the termination by regular mail, postage prepaid and any such notice shall be effective upon four (4) days following the day on which Conserv sent the notice. Upon termination of the Agreement, Conserv shall have no further obligation to Subscriber and Subscriber shall have no further obligation to Conserv other than (i) the obligation respecting the payment of any monies due to Conserv for services rendered; and (ii) the obligations set forth in Sections 3-8, inclusive, 12-17, inclusive, and 19-32, inclusive. Notwithstanding the foregoing, Conserv shall refund any unearned service charges with respect to any full calendar month following any termination. Conserv shall not refund any unearned service charges with respect to any partial calendar month following any termination. There are no termination fees.
Subscriber shall pay Conserv the periodic service charge in advance. You authorize Conserv to charge your credit/debit card for the periodic (e.g., monthly, quarterly or annually) service charge when due. If charges are declined, Conserv shall resubmit the charges for approval and notify you of the declined charges by e-mail while continuing to provide Services for ten (10) days. If the charges are not approved and you do not make payment, Conserv may, in its sole discretion, discontinue services without notice at or after the end of the ten (10) day period. If Subscriber otherwise does not pay any charges when due, Conserv may, in its sole discretion, terminate this Agreement and/or discontinue services without notice.
CONSERV’S SERVICE CHARGES ARE BASED SOLELY ON THE VALUE OF SERVICES PROVIDED AND ARE NOT INSURANCE PREMIUMS AND ARE NOT RELATED TO THE VALUE OF PROPERTY LOCATED ON OR NEAR THE PREMISES. YOU ACKNOWLEDGE AND AGREE THAT CONSERV IS NOT AN INSURER AND SHALL NOT PROVIDE INSURANCE COVERAGE AGAINST ANY LOSSES, AS DEFINED BELOW. TO THE EXTENT YOU WISH TO HAVE ANY INSURANCE COVERAGE FOR LOSSES, AS DEFINED BELOW, IT IS YOUR RESPONSIBILITY TO PROCURE AND MAINTAIN SEPARATE INSURANCE POLICIES FROM AN INSURANCE COMPANY OR COMPANIES, SOLELY AT YOUR COST AND EXPENSE, COVERING ALL LOSS, DAMAGE OR EXPENSE (COLLECTIVELY, “LOSSES”), INCLUDING ALL 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 (I) THIS AGREEMENT, INCLUDING ANY BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT OR OBLIGATION ARISING HEREUNDER; (II) THE SYSTEM; (III) THE SERVICES (INCLUDING THIRD-PARTY PRODUCTS AND SERVICES); (IV) THE ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE OF YOU OR ANY CONSERV PARTY (AS DEFINED IN SECTION 5); (V) THE IMPROPER OPERATION OR NON-OPERATION OF THE SYSTEM; (VI) BREACH OF CONTRACT, EXPRESS OR IMPLIED, WHICH OCCURS BEFORE OR AFTER THE SIGNING OF THIS AGREEMENT (VII) BREACH OF WARRANTY, EXPRESS OR IMPLIED; (VIII) PRODUCT OR STRICT LIABILITY; (IX) THE 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; (XI) A VIOLATION OF ANY APPLICABLE CONSUMER PROTECTION LAW OR ANY OTHER THEORY OF LIABILITY OR ALLEGED FAULT ON THE PART OF ANY CONSERV PARTY; (XII) A VIOLATION OF ANY LAW PROHIBITING THE INTERCEPTION OF ORAL COMMUNICATIONS BY ELECTRONIC MEANS; (XIII) THE ACTIONS OF ANY THIRD PARTY IN RESPONDING TO A SIGNAL FROM THE SYSTEM; OR (XIV) ANY UNAUTHORIZED ACCESS, USE OR DISCLOSURE OF YOUR PERSONAL INFORMATION (COLLECTIVELY, THE “COVERED CLAIMS”). RECOVERY FOR ANY LOSSES, AS DEFINED IN THIS SECTION 4, SHALL BE LIMITED TO THE INSURANCE YOU PURCHASE SEPARATELY FROM AN INSURANCE COMPANY, IF ANY.
BY AGREEING TO THESE TERMS, YOU ARE RELEASING CONSERV, ITS AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, SUBCONTRACTORS, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE “CONSERV PARTIES”), TOGETHER WITH ANY PROVIDERS OF THIRD-PARTY PRODUCTS AND SERVICES (AS HEREINAFTER DEFINED), ON YOUR BEHALF AND ON BEHALF OF ALL OTHERS WHO MAKE CLAIMS UNDER THIS AGREEMENT FROM ALL LIABILITY ARISING OUT OF OR IN CONNECTION WITH, DUE TO, OR CAUSED IN WHOLE OR IN PART BY ANY COVERED CLAIM, AS DEFINED IN SECTION 4. UNDER NO CIRCUMSTANCES WILL CONSERV 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 ANY CONSERV PARTY IS FOUND LIABLE FOR ANY LOSSES, AS DEFINED IN SECTION 4, ARISING OUT OF OR IN CONNECTION WITH, DUE TO, OR CAUSED IN WHOLE OR IN PART BY ANY COVERED CLAIM, AS DEFINED IN SECTION 4, ANY SUCH LIABILITY SHALL BE LIMITED TO THE MAXIMUM SUM OF $1,000.00. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. CONSERV DISCLAIMS ALL LIABILITY OF ANY KIND OF CONSERV’S LICENSORS AND SUPPLIERS. CONSERV AND YOU ACKNOWLEDGE AND AGREE IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO DETERMINE THE ACTUAL DAMAGES, IF ANY, THAT MAY RESULT FROM A FAILURE BY CONSERV TO PERFORM ANY OF ITS OBLIGATIONS. THIS AGREED-UPON AMOUNT IS NOT A PENALTY, AND IS THE SOLE REMEDY. 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.
THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”, AND CONSERV AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.
You release Conserv 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 Conserv for money paid to you or on your behalf.
IF ANYONE OTHER THAN YOU (INCLUDING YOUR INSURANCE COMPANY) ASKS ANY CONSERV PARTY TO PAY FOR ANY LOSSES, AS DEFINED IN SECTION 4, 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 IN SECTION 4, INCLUDING THE ACTIVE OR PASSIVE SOLE, JOINT OR SEVERAL NEGLIGENCE OF ANY KIND OR DEGREE OF YOU OR ANY CONSERV PARTY, YOU SHALL INDEMNIFY, DEFEND AND HOLD SUCH CONSERV PARTY HARMLESS (WITHOUT ANY CONDITION THAT ANY OF THEM FIRST PAY), FOR ALL LOSSES, AS DEFINED IN SECTION 4, INCLUDING ATTORNEYS' FEES, ASSERTED AGAINST OR INCURRED BY SUCH CONSERV PARTY. THE FOREGOING INDEMNIFICATION OBLIGATIONS MAY NOT BE ENFORCEABLE IN SOME STATES, SO SUCH OBLIGATIONS MAY NOT APPLY TO YOU.
The System is designed to transmit signals to a monitoring facility through certain communications equipment and services, including DSL, broadband, cellular, wireless and/or landline telephone equipment and services (collectively, the “Communications Equipment and Services”). Regardless of the form of Communications Equipment and Services used, you understand that the Communications Equipment and Services may be interrupted, circumvented, unavailable (for a limited or extended time period). Your access to, and availability of the Application is dependent on (i) your computer, mobile device, wiring, Wi-Fi network, Bluetooth connection, and other related equipment, (ii) your Internet service provider, and (iii) your mobile device carrier.
You have selected the System based on your personal considerations (i.e., cost, the condition of the Premises, insurance requirements, etc.). Additional equipment or services, at additional cost, may provide increased functionality. You agree that any additional equipment or services provided by Conserv shall be subject to this Agreement. You also agree to pay Conserv for such additional equipment or services. You understand that Conserv does not provide any installation or repair services for the System. You shall provide and maintain adequate power for all equipment relating to the System.
Conserv may increase periodic recurring charges at any time under this Agreement by sending the notice to you by email to the email address on file with Conserv for your current online account.
If you default under this Agreement you shall pay Conserv for all Losses in enforcing its rights under this Agreement.
This Agreement shall become binding on Conserv only after the commencement of any Services. This Agreement is binding on the parties' heirs, executors, administrators, successors and permitted assigns.
This Agreement shall be governed by and construed according to the laws of the State of Alabama without reference to its conflicts of law rules. The interpretation of this Agreement shall not be construed against the drafter.
You may not assign this Agreement. Conserv may assign all or any portion of this Agreement.
Invoices are due upon receipt. You agree to pay a finance charge of the lesser of (i) one and one-half (1-1/2%) percent per month (eighteen percent (18%) per year) or (ii) the maximum rate permitted under applicable law, for all charges not paid within thirty (30) days of the invoice date. In addition, you shall pay an administrative fee (late charge) of 5% of any invoice not paid (as agreed upon damages and not a penalty) within thirty (30) days of the invoice date, provided the imposition of such fee (together with the finance charge listed above) is permitted and not deemed to exceed the maximum charge permitted under applicable law. Section 16 doesn’t apply to Beta Customers during their Beta Period, as laid out in the Beta Customer Agreement.
Waiver of your breach of this Agreement shall not be a waiver of any subsequent breach. Conserv’s rights under this Agreement shall be cumulative, may be exercised concurrently or consecutively and shall include all remedies available even if not referred to in this Agreement.
“Account Management Services” means services relating to the remote management of the System through the Application or otherwise.
Your Account provides you with access to certain data stored by us. You agree that we may delete any data delivered to us when (i) any storage period that applies to your account expires, (ii) this Agreement is terminated or expires or (iii) you deliver a written request pursuant to the terms of this Agreement and such deletion is not prohibited by any applicable law, regulation, regulatory authority or other applicable judicial or governmental order. Notwithstanding anything contained herein to the contrary, Conserv is not responsible for any change to or loss of any data.
You acknowledge and agree that the availability of the Conserv Mobile Application is dependent on the third party websites from which you download the Application, e.g. the App Store from Apple or the Android app market from Google (each, an “App Store”). You acknowledge that this Agreement is between you and Conserv and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from it. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of this Agreement, the more restrictive or conflicting terms and conditions in this Agreement apply. Conserv will not charge you any additional fees for you to receive and download the Application; however, your wireless service provider may charge a fee for air-time or data usage associated therewith. Check with your wireless carrier if you have questions about your wireless plan.
Subject to your compliance with the terms and conditions of this Agreement, Conserv grants you a non-exclusive, non-transferable license to access and use the Services. There is a risk that unauthorized persons may gain access to the Application and data thereon and you agree to assume such risk. You consent to our posting other status reports in connection with the Service on the Application. You will keep confidential all information available on the Application and all passwords relating to the Application or access thereto. This license will continue and be co-extensive with the term of this Agreement except for your (i) failure to keep confidential all information available on the Application and all passwords or access codes relating to the Application or access thereto, (ii) use of the license or the information in any manner that negatively affects us, (iii) use of the license or the information for any illegal purpose, (iv) breach of this Agreement or (v) violation of any applicable law. You will be solely responsible for information you deliver, delete or modify. Upon termination of this Agreement or termination or suspension of the license by us, we may immediately, and without notice, disable your access to the Application and cancel all passwords or other access codes. You will not (a) disclose or make available to third parties any portion of the technology associated with the Services or the Application without our prior written consent, (b) copy, decompile, dissemble, reverse engineer, manipulate, modify, or make derivative works of any technology incorporated in the Services or the Application. Conserv may from time to time develop patches, updates, upgrades or other modifications (“Updates”) to improve the performance of the Services or the Application. These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to terminate your Account and stop using the Services or the Application. You acknowledge that you may be required to install Updates to use the Services and you agree to promptly install any Updates that Conserv provides. IF YOU FAIL TO INSTALL ANY UPDATES PROVIDED BY CONSERV, YOUR ACCESS TO THE APPLICATION AND THE SERVICES MAY BE TERMINATED.
Conserv's obligations under this Agreement are waived automatically without notice and you release Conserv for all Losses following any default or breach of this Agreement by you or if any of the components of the System are destroyed, damaged, inoperable or malfunction for any reason whatsoever, for the duration of such interruption of service, and you shall be entitled to a credit of the unearned charges paid for the period of interruption on your request, which credit shall not exceed more than one month’s service charge and shall be the limit of Conserv's liability. If this Agreement is terminated or the Services are suspended or terminated for any reason, you shall immediately disconnect the System from all Communications Equipment and Services (e.g., telephone line, radio transmitter, cellular transmitter, etc.). Upon termination of this Agreement or if the Services are suspended or terminated for any reason we may, in our sole discretion, without notice, and without any liability, remotely disable, disconnect or block the System and data from the System from communicating.
All claims, actions or proceedings against Conserv must be commenced in court within one (1) year after the cause of action has accrued, without judicial extension of time, or such claim, action or proceeding is barred. The time period in this Section must be complied with strictly.
This Agreement and any document made a part of this Agreement contains the entire agreement between the parties respecting the transactions described in such documents and supersedes all prior or current negotiations, commitments, contracts (express or implied) warranties (express or implied) statements and representations, whether written or oral, pertaining to such transactions, all of which shall be deemed merged into this Agreement. NEITHER PARTY HAS MADE ANY REPRESENTATION, TERM, PROMISE, CONDITION, STATEMENT, WARRANTY, OR INDUCEMENT (COLLECTIVELY, "INDUCEMENT") NOT EXPRESSED IN THIS AGREEMENT RESPECTING THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT AND ANY DOCUMENT MADE A PART OF THIS AGREEMENT AND, IN ENTERING INTO THIS AGREEMENT, NEITHER PARTY IS RELYING ON ANY INDUCEMENT WHICH IS NOT SET FORTH IN THIS AGREEMENT.
Should any provision of this Agreement (or portion of this Agreement), 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 this Agreement, 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.
Additions, amendments, modifications or deletions to these terms shall not become part of the Agreement unless agreed to in writing by the parties; provided that Conserv may add, amend, modify or delete the terms of this Agreement by providing prior written notice of such addition, amendment, modification or deletion on its website at www.conserv.io and/or via a notice delivered pursuant to Section 32 (ii), which amended terms shall be binding upon the parties.
Conserv may, in its sole discretion, subcontract for the provision of any of the Services under this Agreement. The provisions of this Agreement inure to the benefit of and are applicable to (i) any subcontractors engaged to provide any of the Services to you; and (ii) each of the Conserv Parties (and any providers of Third-Party Products and Services, if any and solely as applicable), and bind you to all such persons or entities listed in the foregoing subsection (i) or (ii) with the same force and effect as they bind you to Conserv. Any subcontractor we engage is an independent contractor and not our partner or joint venturer. You authorize us to act as your agent for purposes of working with, or providing any directions to, any subcontractors with respect to the provision of the Services. You authorize us to share your personal information with our subcontractors or Third Parties for the purpose of providing Services under this Agreement.
The section titles used herein are for convenience of the parties only and shall not be considered in construing the provisions of this Agreement. When used in this Agreement, (i) the word "including" shall mean "including, but not limited to;" and (ii) the term "sole discretion" shall mean "sole and absolute discretion without any liability."
If Conserv breaches this Agreement, you shall provide Conserv written notice specifically identifying the nature of the breach and the provisions of this Agreement affected as a result of such breach. Conserv may cure the breach within ten (10) business days following Conserv's receipt of the written notice or, if the breach cannot be reasonably cured within such period, may promptly commence to cure and diligently proceed until cured. If Conserv cures any such breach, this Agreement shall continue unabated and Conserv shall not be liable to you for any Losses arising out of or in connection with, due to or caused in whole or in part by any such breach.
In the event of any dispute or disagreement between the parties, or claim or question by a party, arising from or relating to this Agreement or the breach hereof (collectively, a “Dispute”), the parties hereto shall use their best efforts to settle the Dispute. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If the parties do not reach such solution within a period of 60 days then, upon notice by either party to the other, such Dispute shall be finally settled by the state or federal courts situated in Jefferson County, Alabama, which courts shall have exclusive jurisdiction over any Dispute. Each party hereto hereby irrevocably submits to the jurisdiction of the courts of the State of Alabama and waives any objection to jurisdiction or venue of said courts with respect to any Dispute.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 32) WITHIN 1 YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.
EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT IN CONNECTION WITH ANY DISPUTE.
Unless otherwise expressly provided herein, (i) all notices required to be given to Conserv shall be deemed to have been duly given if in writing and mailed by regular mail, postage prepaid, or overnight delivery, by a reputable, national overnight delivery service to Conserv's then current principal place of business and (ii) all notices required to be given to Subscriber shall be deemed to have been duly given if in writing and sent to the e-mail address on file with Conserv for your Account. Subscriber is responsible to provide Conserv with any changes to Subscriber's e-mail address pursuant to the foregoing sentence.