Statement of Terms, Conditions, and Limited Warranty

 

Terms, Conditions and Limited Warranty was last updated: August 1, 2025

Please read and understand these terms and conditions carefully, as they govern the provision of services and goods by or on behalf of Designed Theatre Visions, Inc. ("DTV") to you ("Customer"). These terms and conditions form an agreement between you and DTV and include essential information regarding warranties, liability, and indemnification. DTV's fees for its services and goods are based on the specific limitations contained herein. DTV may amend the terms and conditions of this agreement and its policies at any time at its sole discretion and will make reasonable efforts to notify you of any material changes.

 

1.  INTELLECTUAL PROPERTY

This section addresses the ownership and licensing of DTV's intellectual property, as well as any intellectual property created in connection with the provision of services or goods, and remains effective after the termination of your relationship with DTV.

1.1  Ownership: All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, along with all of the goodwill associated therewith, derivative works and all other rights (collectively, Intellectual Property Rights) in and to all documents, work products, and other materials that are delivered to the Customer or prepared by or on behalf of DTV in the course of providing services or goods, including any items identified as such in an order confirmation (collectively, the Deliverables), except for any confidential information of the Customer or Customer materials, shall be owned by DTV.

1.2  Customer License: DTV hereby grants the Customer a license to use all such Intellectual Property Rights on a worldwide, non-exclusive, non-transferable, non-sublicensable, and revocable basis, to the extent necessary for the Customer to make reasonable use of DTV's services and goods during the applicable term, provided that the Customer is also in compliance with these terms and conditions.

 

2.  CONFIDENTIALITY AND NON-DISCLOSURE

This section addresses the parties duties regarding confidential information, and remains effective after the termination of your relationship with DTV.

2.1  Confidential Information: Confidential Information encompasses all non-public, confidential, or proprietary information, including, without limitation, trade secrets and details regarding technologies, business operations and strategies, customers, pricing, and marketing, disclosed in connection with the provision of services or goods by DTV. This excludes information that is in the public domain, known to the receiving party at the time of disclosure as evidenced by written documentation, or lawfully obtained by the receiving party on a non-confidential basis from a third party.

2.2  Non-Disclosure: The receiving party agrees to use the Confidential Information solely in connection with the provision of services or goods by DTV, or to comply with applicable governmental regulations and laws, and acknowledges that the disclosing party shall be entitled to injunctive relief for any violation of this section.

 

3.  NON-SOLICITATION

This section limits your ability to solicit or hire DTV's current and former personnel, and remains effective after the termination of your relationship with DTV.

The Customer understands that DTV's personnel have undertaken and/or executed agreements imposing certain confidentiality obligations and reasonable limitations on their ability to compete with their employer in the same or similar line of business.

The Customer agrees that during your relationship with DTV and for a period of thirty-six (36) months following the termination thereof (the Non-Solicitation Period), you shall neither solicit nor hire (or engage, directly or indirectly) any DTV personnel or former personnel (employed at any time during the Non-Solicitation Period) without DTV's written consent, which may be granted or withheld, at DTV's sole discretion.

The Customer agrees that this limitation is necessary to protect the training and intellectual investment made by DTV in its personnel, as well as valuable confidential business or professional information, substantial relationships with specific, prospective, or existing customers, and other goodwill of DTV. The Customer understands that a violation of this section entitles DTV to liquidated damages equal to at least two hundred percent (200%) of the subject's total, maximum annualized compensation while employed with DTV.

 

4.  PAYMENT TERMS, CANCELLATION, AND LIMITATIONS ON SERVICES AND GOODS

This section addresses payment terms, the cancellation of services, reasonable limitations on the provision of goods, and your use of the services provided by DTV.

4.1  Payment Terms: Invoices are due upon receipt unless otherwise agreed upon in writing and executed by DTV. An interest and administrative charge equivalent to the maximum rate permitted by law (or, if no maximum rate is prescribed by law, then three percent (3%) per month) may be applied to any invoiced amount that remains unpaid thirty (30) days after the invoice due date. The Customer is responsible for all costs and expenses (including attorney's fees) related to the collection of any unpaid invoice(s) that are overdue by more than sixty (60) days from the invoice due date.

In the event of any inflationary price increases or government-imposed tariffs, duties, or other taxes on goods subject to these terms and conditions, the quoted prices may be subject to adjustment. DTV will make reasonable efforts, in good faith, to inform the Customer in writing of any such impact on the costs of goods. Any price adjustments shall reflect the actual increase in the costs of goods attributed to inflationary price increases or government-imposed tariffs, duties, or other taxes and the Customer agrees that the quoted prices may be adjusted accordingly. In the event that the Customer declines or disputes any price adjustments after the acceptance of a proposal, DTV reserves the right to replace the proposed goods with comparable goods that fit within the established budget, or cancel the order.

4.2  Cancellation: The Customer understands that the fees charged by DTV are based on their commitment to purchase services or goods. If any cancellation occurs for any reason before the completion of services or delivery of goods, all outstanding fees for services provided and/or goods delivered up to the cancellation date shall be accelerated and immediately due and payable as of that date. Any obligations and duties of the Customer, which by their nature extend beyond such cancellation (including the obligation to pay all amounts that are due and payable or which the Customer has agreed to pay), shall survive any such cancellation.

4.3  Limitations on the Provision of Services and Goods: DTV reserves the right to substitute proposed goods with comparable items of equal or greater value in cases of obsolescence, discontinuation, or unavailability. Additionally, DTV may adjust fees for goods due to significant price increases resulting from the Customer's delay in the initiation of the delivery of goods by DTV. DTV may limit, interrupt, suspend, or terminate the provision of services under the following circumstances:

a. After giving reasonable notice, the Customer has not paid all outstanding amounts due, or has failed to pay a deposit or advance payment requested by DTV;

b.  The Customer's or others' use of the provided goods or any other subscribed services is excessive, abusive, or conducted in an unreasonable manner that is not customary for the type of goods or subscribed services being used, thereby adversely affecting DTV;

c.  The Customer or others use the provided goods or any other subscribed services fraudulently or unlawfully, or the Customer fails to comply with any applicable regulations or federal or state statutes and does not remedy this failure within five (5) days of receiving notice;

d.  The Customer uses obscene or profane language towards, or engages in abusive, harassing, or discriminatory behavior directed at, DTV or any DTV personnel and fails to remedy such disparaging behavior within two (2) days of receiving notice; or

e.  An event occurs for which DTV reasonably believes that suspending or terminating its services is necessary to protect DTV from an imminent and significant operational, financial, or security risk; in this case, DTV will provide advance notice if practicable.

Before or during the provision of services and/or goods, DTV may seek to verify the availability of the Customer's facility. If DTV determines, at its sole discretion, that the provision of services and/or goods is not feasible or that the facility is unsafe, DTV may either delay the start of or cancel the provision of said services and/or goods without liability. For further details regarding a delayed start of work, please reference section 8.2 Construction below.

 

5.  LIMITED WARRANTY

This section sets forth all warranties related to all services or goods provided by or on behalf of DTV, and remains effective after the termination of your relationship with DTV.

5.1  Quality of Service: DTV represents that all services will be performed in a professional and workman-like manner consistent with reasonably applicable industry standards. DTV may choose, at its sole discretion, to engage personnel with industry experience instead of specific education or certifications.

5.2  Labor: If issues arise from incomplete or defective services within the scope and control of work explicitly performed by DTV, DTV's labor warranty covers a period of sixty (60) days for service-related work (defined as work requiring a total of combined labor-hours equal to or less than 160 hours to complete), or one hundred twenty (120) days for project-related work (defined as work requiring a total of combined labor-hours greater than 161 hours to complete). Exceptions to this labor warranty may be granted on a case-by-case basis and will only be valid if agreed upon in writing and executed by DTV.

5.3  Goods: Goods may be covered by the original manufacturer's warranty. DTV will provide initial assistance in facilitating the Customer's warranty claim against the original manufacturer and may charge fees for this additional support.

5.4  Network Availability and Cybersecurity: DTV may administer, monitor, or support information systems provided by third parties, including internet service providers and cloud-based system providers (like Microsoft 365). If such services are interrupted for any reason (including cybersecurity breaches), DTV shall, in good faith, make a reasonable effort, to the extent feasible, to restore the services that are within DTV's control. DTV may charge fees to repair or restore these services or the Customer's impacted systems and data.

YOU AGREE THAT YOUR USE OF ANY THIRD-PARTY SERVICES IS AT YOUR OWN RISK, NETWORK FAILURES MAY OCCUR AND CANNOT ALWAYS BE PREVENTED THROUGH MONITORING, AND NEITHER DTV NOR ANY SECURITY OR BACKUP SYSTEMS CAN SAFEGUARD YOUR SYSTEMS AND DATA AT ALL TIMES. DTV ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY INTERRUPTION OR BREACH OF SERVICES, YOUR NETWORK, OR YOUR COMPUTER SYSTEMS AND DATA. THIS INCLUDES ANY BUGS, VIRUSES, MALWARE, RANSOMWARE, OR SIMILAR THREATS THAT MAY BE TRANSMITTED TO OR THROUGH YOUR NETWORK OR COMPUTER SYSTEM.

EXCLUSION OF ALL OTHER WARRANTIES: THESE EXPRESS WARRANTIES ARE MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, TITLE, OR OTHERWISE; ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND ANY WARRANTY THAT SERVICES OR GOODS PROVIDED SHALL BE SECURE, UNINTERRUPTED, ERROR-FREE, OR SUITABLE FOR THE PARTICULAR NEEDS OF THE CUSTOMER. THE SERVICES AND GOODS PROVIDED BY DTV TO THE CUSTOMER ARE SOLD AND DELIVERED AS IS AND WITH ALL FAULTS.

 

6.  LIMITATION OF LIABILITY

This section defines and limits DTV's liability arising from any services or goods provided to the Customer under any and all circumstances, and remains effective after the termination of your relationship with DTV.

6.1  Maximum Liability: DTV'S TOTAL LIABILITY IN CONNECTIONS WITH ANY CLAIM, DIRECTLY OR INDIRECTLY RELATED TO ANY SERVICES OR GOODS PROVIDED BY DTV, SHALL NOT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO DTV FOR THE SPECIFIC SERVICES OR GOODS AT ISSUE OVER THE THREE (3) MONTHS PRECEDING THE CUSTOMER'S IDENTIFICATION OF THE SPECIFIC ISSUE FOR THE PARTICULAR SERVICE OR GOOD FROM WHICH THE CLAIM ARISES.

6.2  Other Liability Exclusions: IN NO EVENT WILL DTV BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES OR GOODS, HOWEVER CAUSED, AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE AND BREACH OF WARRANTY OR CONTRACT), EVEN IF DTV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

7.  INDEMNIFICATION

This section defines the Customer's and DTV's indemnity obligations (including obligations to defend, compensate, act, or refrain from acting), and remains effective after the termination of your relationship with DTV.

7.1  DTV: DTV shall indemnify, defend, and hold harmless Customer (and its managers, members, employees, agents, successors, and assigns) against any claims, as well as against any and all losses, liabilities, damages, penalties, and all related costs and expenses (including reasonable attorney's fees) that directly arise from the negligent provision of services by DTV, subject to DTV's maximum liability limitation stated above and excluding any claims, losses, liabilities, damages, penalties, costs, and expenses related to the misappropriation or infringement of intellectual property rights.

7.2  Customer: Customer shall indemnify, defend, and hold harmless DTV (and its managers, members, employees, agents, successors, and assigns) against any claims, as well as against any and all losses, liabilities, damages, penalties, and all related costs and expenses (including reasonable attorney's fees) that directly arise from the provision of services or goods by or on behalf of DTV, regardless of whether or not such claim, damage, loss, or expense is caused in part by DTV, but specifically excluding any losses resulting from DTV's gross negligence or willful, wanton, or intentional misconduct.

 

8.  OTHER SERVICE-SPECIFIC TERMS

This section provides notices and provisions specific to systems engineering and design, construction, (door) access control, security (alarm), and surveillance (camera) systems, as well as audio/visual, lighting/shading, network/wifi, home automation/control, and critical load/clean power systems, and the removal of existing equipment, to the extent that such services and/or goods are provided to the Customer by or on behalf of DTV.

8.1  Systems Engineering and Design: If the provision of services or goods by DTV includes system engineering and design services, then, in addition to the Intellectual Property section above, the Customer agrees that the accompanying system engineering documentation and design drawings are prepared solely for use related to the project identified in the documentation. Furthermore, no part of this work may be copied or reproduced for any other designs or projects.

8.2  Construction: If the provision of services or goods by DTV includes construction services, the Customer agrees that any additional phased installations (i.e., any trips beyond what is included in DTV's proposal) will incur a trip charge of $1,700.00 for each extra trip.

8.3  (Door) Access Control, Security (Alarm), and Surveillance (Camera) Systems: If the provision of services or goods by DTV includes the provision, administration, installation, maintenance, or support of (door) access control, security (alarm), and/or surveillance (camera) system equipment, the Customer represents that:

a. For an (door) access control system: the Customer acknowledges and agrees that DTV does not provide security or emergency services and that DTV shall not be held liable for any security breaches or failures of the (door) access control system. Furthermore, DTV makes no representations or guarantees regarding the effectiveness of the (door) access control system in granting or restricting access.

b.  For a security (alarm) system: the Customer acknowledges and agrees that DTV does not provide security or emergency services and that DTV shall not be held liable for any security breaches or failures of the security (alarm) system. Additionally, DTV makes no representations or guarantees regarding the security of the premises being monitored.

c.  For a surveillance (camera) system: the Customer has verified that the locations of all cameras are lawful, do not constitute an invasion of privacy, and comply with all federal and state laws. Furthermore, the Customer has obtained all necessary consents and provided all required notices as mandated by law or regulation. Additionally, DTV makes no representations or guarantees regarding the safety of the surveilled premises.

d.  The Customer acknowledges and agrees that, from time to time, DTV may, at its convenience, remotely access the referenced system(s) solely for routine maintenance, software and/or firmware upgrades, or to offer additional remote support services for these systems, and may charge fees for these additional services.

e. The Customer acknowledges and agrees that recurring system testing and maintenance are mandatory as prescribed by DTV. Furthermore, the Customer also acknowledges and agrees that if they should choose to decline, for any reason, any recurring system testing or maintenance, they may endanger themselves and/or others, particularly regarding security (alarm) systems that include monitored smoke/CO2 detectors. Additionally, DTV makes no representations or guarantees regarding the reliability of (door) access control, surveillance (camera), or security (alarm) systems, even with regular testing and maintenance. Like all electronic systems, they can be affected by normal use and external conditions beyond DTV's control. The Customer should regularly make a note of any signs of malfunction and report them promptly to DTV for system troubleshooting and service.

8.4  Audio/Visual, Lighting/Shading, Network/WiFi, Home Automation/Control, and Critcal Load/Clean Power Systems: If the provision of services or goods by DTV includes the provision, administration, installation, maintenance, or support of audio/visual, lighting/shading, network/wifi, home automation/control, and/or critical load/clean power system equipment, the Customer acknowledges and agrees that, from time to time, DTV may, at its convenience, remotely access the referenced system(s) solely for routine maintenance, software and/or firmware upgrades, or to offer additional remote support services for these systems, and may charge fees for these additional services.

8.5  Existing Equipment Removal: If the provision of services or goods by DTV includes the replacement or upgrade of existing equipment, the Customer agrees to relinquish the equipment that has been replaced or upgraded and permit DTV, acting on their behalf, to remove the said equipment from the premises for disposal and/or recycling. DTV will leave the existing equipment on site only if the Customer explicitly requests it or instructs DTV to utilize the existing equipment for an alternative purpose. There is no additional charge for this removal or recycling service, as it is already included in the fees paid to DTV.

 

9.  MISCELLANEOUS

9.1  Assignment: The Customer may not assign any rights without DTV's prior written consent; any attempt at assignment without such consent shall be deemed void.

9.2  Force Majeure: The Customer agrees and understands that DTV will not be liable for any failure or delay in the provision of services or goods due to circumstances beyond DTV's control, including pandemics, acts of God, or any local, state, or national emergencies.

9.3  Severability: These terms and conditions are severable; if any provision is found to be unenforceable, it will not affect the enforcement of the remaining provisions. When a provision is deemed unenforceable, the parties will replace it with an enforceable provision that preserves the original intent of the parties.

9.4  Entire Agreement: These terms and conditions supersede all prior or existing understandings, agreements, representations, or warranties, whether written or oral, regarding the same subject matter, and take precedence over any of the Customer's general terms and conditions regardless of whether or when the Customer has submitted its request for proposal, order, or such terms. Notwithstanding the above, if the Customer and DTV are parties to a previous written agreement containing conflicting provisions, those provisions shall govern over these terms and conditions, except in instances where these terms and conditions expand DTV's rights or further limit DTV's total liability and indemnification obligations. The provision of services or goods by DTV to the Customer does not imply acceptance of any of the Customer's terms and conditions, nor does it modify or amend these terms and conditions.

9.5  Dispute Resolution: These terms and conditions shall be interpreted and enforced exclusively in accordance with the laws of the State of Florida, without regard to any principles of conflicts of laws. The sole venue and jurisdiction for any claims, causes of action, or disputes between the Customer and DTV shall be in the appropriate state or federal court located in Lee County, Florida. CUSTOMER AND DTV HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY ON ANY DISPUTE ARISING BETWEEN THEM.