Centurion Anywhere Terms of Use

Response Technologies Terms of Use

(End User License Agreement “EULA”)

Last Updated: September 6th, 2024

This EULA or Terms of Use (“Terms”) govern the manner in which you will access the Response Technologies, Ltd. (“Response Technologies”, “we,” or “us”) emergency Response Technologies platform, devices or services (“Response Technologies systems”) or otherwise receive one or more Response Technologies service (“Response Technologies Service(s)”) that may use the Response Technologies platform (“Response Technologies Platform”). These Terms are segregated by the type of use and/or user that you are and shall be deemed to be applicable to you accordingly.

To Subscribers:If you are an end user of, or a consumer that subscribes to, another company’s products or services that offer one or more Response Technologies Systems as part of those services (“Subscriber”), then these enhanced Terms shall be deemed to supplement and be incorporated by reference into any agreement between you and that company (your “Subscriber Agreement”). In the event of a conflict between these Terms and your Subscriber Agreement, these Terms will control solely as reasonably necessary to give full force and effect to the subject matter set forth herein. For the avoidance of doubt, reference to any Subscriber shall also apply to you if you are an employee or contractor of a company that is providing you with access to the Response Technologies Systems.

To Response Technologies Partners: If you represent an entity that accesses or resells Response Technologies Systems in order to receive one or more Response Technologies Services that enhance your company’s ability to provide emergency services (a “Response Technologies Partner”), then these Terms shall be deemed to supplement and be incorporated by reference into any existing commercial agreement between the company that you represent and Response Technologies (“Commercial Agreement”). In the event of a conflict between these Terms and the Commercial Agreement, these Terms will control solely as reasonably necessary to give full force and effect to the subject matter set forth herein.

TO ALL USERS:

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. BY USING OR RECEIVING RESPONSE TECHNOLOGIES SYSTEMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS OF USE, INCLUDING THERESPONSE TECHNOLOGIES PRIVACY POLICYAND, TO THE EXTENT APPLICABLE, THE ALERTS TERMS AND CONDITIONS (TOGETHER, THE “TERMS”). If you are not eligible or do not agree to these Terms, then you do not have our permission to use Response Technologies Systems.

FOR SUBSCRIBERS RECEIVING RESPONSE TECHNOLOGIES SYSTEMS, THE FOLLOWING TERMS SHALL APPLY:

These Terms provide that all disputes between you and Response Technologies will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court as contemplated by these Terms. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review the “Dispute Resolution and Arbitration” section below for the details regarding your agreement to arbitrate any disputes with Response Technologies.

The parties hereby agree as follows:

Response Technologies Service Overview

Response Technologies Systems provide an additional avenue for you to communicate with and receive certain information from Emergency Service Providers and Notification Providers regarding safety, emergency response services, public health, and other services.

“Emergency Service Providers” are safety or emergency response providers, including, without limitation, 9-1-1 or equivalent fire, police, emergency medical, emergency management, campus safety officials, public health services, or a monitoring service or central station
“Notification Providers” are [entities] that use Response Technologies Systems to send emergency and general interest notifications and updates

Response Technologies Service Within the Platform

Access to Response Technologies Systems may have been made available to you as a separate feature that is part of a program, platform, or device (“Platform”) that you obtained from a third-party (“Platform Provider”). Your use of any part of the Platform other than Response Technologies Systems is governed by the agreement between you and the Platform Provider. You agree that Response Technologies is not responsible or liable for any part of the Platform other than Response Technologies Systems.

Eligibility

By agreeing to these Terms, you represent and warrant that: (a) you have not previously been suspended or removed from Response Technologies Systems, and (b) your registration and use of Response Technologies Systems complies with all applicable laws and regulations.

Account Disclosure

4.1 You understand and agree and hereby authorize Response Technologies to release and disclose your account information to Emergency Service Providers and Notification Providers in connection with Response Technologies Systems.

4.2 As part of your account, you may have identified additional contacts or additional persons in your household (”Additional Contacts”). You understand and agree that Response Technologies or any Emergency Service Providers may, for reasons outside their control, be unable to contact or to notify any Additional Contacts in any emergency situation. Efforts to notify such Additional Contacts or any such persons shall be satisfied by communicating one time via telephone, e-mail, SMS, or other means and methods utilized by Response Technologies through the telephone numbers, e-mail, SMS, or other methods supplied by Subscriber, or otherwise known to or available to Response Technologies.

Prohibited Conduct.

BY USING OR RECEIVING RESPONSE TECHNOLOGIES SYSTEMS, YOU AGREE NOT TO:

5.1 use Response Technologies Service for any illegal purpose or in violation of any local, state, national, or international law;

5.2 violate or encourage others to violate any right of a third-party, including by infringing or misappropriating any third-party intellectual property right;

5.3 post, upload, or distribute content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;

5.4 interfere with security-related features of Response Technologies Systems, including by: (a) disabling or circumventing features that prevent or limit the use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of Response Technologies Service except to the extent that the activity is expressly permitted by applicable law;

5.5 interfere with the operation of Response Technologies Systems or any other user’s use of the Platform or Response Technologies Systems, including by: (a) uploading or otherwise any disseminating virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Platform or Response Technologies Systems; (c) attempting to collect, personal information about another user or third-party without appropriate authorization; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Platform or Response Technologies Systems, or violating any regulation, policy, or procedure of any network, equipment, or server;

5.6 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Response Technologies Service or Platform account without permission;

5.7 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 10) or any right or ability to view, access, or use any Material; or

5.8 attempt to do any of the acts described in this Section or assist or permit any person to engage in any of the acts described in this Section.

Third-Party Response Technologies Services

6.1 Response Technologies may provide tools through Response Technologies Systems that enable you to export information, including your account information, to third-party services. Using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third-party services are not under our control, and we are not responsible for any third-party service’s use of your exported information. Response Technologies Systems may also contain links to third-party websites. Linked websites are not under our control, we are not responsible for their content, and we are not responsible for any security protocols (or lack of security protocols) on such linked websites.

6.2 Response Technologies systems may offer direct-to-911 service provided by RapidSOS, Inc. Acceptance of this Response Technologies EULA by users of Response Technologies systems that deploy RapidSOS Services acknowledge acceptance of the RapidSOS End User License Agreement (EULA) that can be found here: RapidSOS Terms of Use

Termination of Use; Discontinuation and Modification of Response Technologies Systems

We reserve the right to modify or discontinue Response Technologies Systems at any time (including by limiting or discontinuing certain features of Response Technologies Systems) without notice to you. Third-party fees (e.g., for cell phone usage) may apply when you use all or certain features of Response Technologies Systems, which are between you and your third-party provider. We will have no liability whatsoever relating to any change to Response Technologies Systems.

Privacy Policy; Additional Terms

8.1 Privacy Policy. Please read the Response Technologies Emergency-Related Services Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Response Technologies Emergency-Related Services Privacy Policy is incorporated by this reference into and made a part of these Terms.

8.2 Additional Terms. Your use of Response Technologies Systems is subject to all additional terms, policies, rules, or guidelines applicable to Response Technologies Systems or certain features of Response Technologies Systems that we may post on or link to from Response Technologies website (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, or rules applicable to a particular feature or content on Response Technologies Systems. All Additional Terms are incorporated by this reference into and made a part of these Terms. Your use of any part of a Platform other than Response Technologies Systems is governed by the agreement between you and the Platform Provider, including the Platform Provider’s privacy policy.

Modification of these Terms

We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Modifications are effective upon publication. Continued use of Response Technologies Systems following such modifications will be deemed your acceptance of the modified Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

Ownership; Proprietary Rights

Response Technologies Systems is owned and operated by Response Technologies. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of Response Technologies Systems (“Materials”) provided by Response Technologies are protected by intellectual property and other laws. All Materials contained in Response Technologies Systems are the property of Response Technologies or our third-party licensors or subcontractors. Except as expressly authorized by Response Technologies, you may not make use of the Materials. Response Technologies reserves all rights to the Materials not granted expressly in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding Response Technologies Systems (“Feedback”) will be the sole and exclusive property of Response Technologies, and you hereby irrevocably assign to us all of your right, title and interest in and to all Feedback. Any data that we generate from your usage of Response Technologies Systems will be owned by Response Technologies and handled subject to the terms of our Privacy Policies, as applicable.

Indemnity

You agree that you will be responsible for your use of Response Technologies Systems, and you agree to defend and indemnify Response Technologies, the Platform Provider, and each of their officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the ”Indemnitees”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, Response Technologies Systems or the Platform; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party including, but not limited to, the Platform Provider. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

Disclaimers; No Warranties

BY USING RESPONSE TECHNOLOGIES SYSTEMS, YOU AGREE THAT RESPONSE TECHNOLOGIES CANNOT CONTROL THE MANNER IN WHICH EMERGENCY SERVICES ARE RENDERED, AND THEREFORE, CANNOT AND DOES NOT GUARANTEE THAT EMERGENCY SERVICE PROVIDERS WILL UTILIZE THE INFORMATION PROVIDED. NOT ALL EMERGENCY SERVICE PROVIDERS HAVE ACCESS TO RESPONSE TECHNOLOGIES SYSTEMS, AND RESPONSE TECHNOLOGIES SYSTEMS MAY NOT BE UTILIZED BY EMERGENCY SERVICE PROVIDERS THAT DO HAVE ACCESS.

USE OF RESPONSE TECHNOLOGIES SYSTEMS DOES NOT CONSTITUTE AN AGREEMENT BETWEEN YOU AND EMERGENCY SERVICE PROVIDERS, NOTIFICATION PROVIDERS, THE PLATFORM PROVIDER, OR OTHER USERS. YOU WILL NOT RELY ON RESPONSE TECHNOLOGIES SYSTEMS AS THE SOLE MEANS BY WHICH YOU WILL COMMUNICATE INFORMATION TO EMERGENCY SERVICE PROVIDERS OR NOTIFICATION PROVIDERS. RESPONSE TECHNOLOGIES IS NOT RESPONSIBLE FOR THE ACTIONS OF ANY EMERGENCY SERVICE PROVIDER, NOTIFICATION PROVIDER, THE PLATFORM PROVIDER, OR OTHER USERS OF RESPONSE TECHNOLOGIES SYSTEMS. RESPONSE TECHNOLOGIES DOES NOT GUARANTEE DELIVERY OF ANY MESSAGE OR INFORMATION AND IS NOT RESPONSIBLE FOR ANY ACTION OR OMISSION BETWEEN OR AMONG USERS OF THE SYSTEM. RESPONSE TECHNOLOGIES DOES NOT HAVE CONTROL OVER THE VOIP SERVICE, TELEPHONE SERVICE, INTERNET SERVICE PROVIDERS, OR OTHER EMERGENCY PROVIDERS’ DATA SOURCE NECESSARY FOR PROVIDING RESPONSE TECHNOLOGIES SYSTEMS, AND ANY FAILURE DUE TO A THIRD-PARTY SERVICE PROVIDER IS NOT THE RESPONSIBILITY OF RESPONSE TECHNOLOGIES. RESPONSE TECHNOLOGIES IS NOT A TELEPHONE COMPANY, INTERNET PROVIDER, WIRELESS NETWORK PROVIDER, OR OTHER TELECOMMUNICATIONS SERVICE PROVIDER. YOU ARE SOLELY RESPONSIBLE FOR PROVIDING AND MAINTAINING THE COMMUNICATION SERVICES NEEDED FOR RESPONSE TECHNOLOGIES SERVICE. ADDITIONALLY, IT IS YOUR RESPONSIBILITY TO PROVIDE AND MAINTAIN A RELIABLE POWER SOURCE FOR ANY PRODUCTS THAT USE RESPONSE TECHNOLOGIES SYSTEMS.

YOU ARE RESPONSIBLE FOR MANAGING YOUR TELEPHONE SERVICE PROVIDER ACCOUNT, INTERNET SERVICE PROVIDER ACCOUNT, ACCOUNT SUBSCRIPTIONS, LOCATION TRACKING, AND OTHER OPT-IN STATUSES AS REQUIRED TO ALLOW RESPONSE TECHNOLOGIES SYSTEMSS TO LOCATE AND COMMUNICATE WITH YOUR PHONE OR OTHER CONNECTED DEVICE. DEVICES THAT ARE LOCATION COMPATIBLE MAY NOT BE LOCATABLE BY RESPONSE TECHNOLOGIES SYSTEMS OR THE TELEPHONE RESPONSE TECHNOLOGIES SERVICE PROVIDER, OR INTERNET SERVICE PROVIDER AT ALL TIMES. ANY LOCATION PROVIDED IS APPROXIMATE AND DOES NOT PROVIDE GUARANTEED RESULTS. ANY ADDITIONAL INFORMATION PROVIDED OTHER THAN LOCATION DATA IS NOT GUARANTEED AND RELIES ON THE ACCURACY OF INFORMATION PROVIDED TO RESPONSE TECHNOLOGIES SYSTEMS BY YOU OR A PLATFORM PROVIDER.

YOU ARE RESPONSIBLE FOR ANY CONNECTION REQUIRED BETWEEN YOUR MOBILE PHONE OR OTHER MOBILE DEVICE AND THE CENTURION® ANYWHERE™ BUTTON. THIS INCLUDES DOWNLOADING THE RESPONSE TECHNOLOGIES CENTURION® ANYWHERE™ APPLICATION APPORIPRIATE FOR YOUR MOBILE DEVICE, PROVIDING ALL INFORMATION AND PERMISSIONS REQUIRED FOR PROPER OPERATION AND NOTIFICATION DELIVERY, PERFORMING ALL RECOMMENDED TESTING TO ENSURE PROPER SETUP, CONNECTIVITY, REGISTRATION, AND CONFIGURATION OF THE CENTURION® ANYWHERE™ BUTTON AND CENTURION® ANYWHERE™APPLICATION. BY ACCEPTING THIS AGREEMENT YOU ACKNOWLEDGE THAT SUCH TESTING IS A SNAPSHOT OF CIRCUMSTANCES AT THE TIME OF THE TEST AND THAT CONNECTIVITY OR CONFIGURATION MAY CHANGE. IT IS YOUR RESPONSIBILITY TO MAINTAIN THE LATEST CENTURION® ANYWHERE™ APPLICATION ON YOUR MOBILE DEVICE AND ENSURE BLUETOOTH CONNECTIVITY BETWEEN YOUR CENTURION® ANYWHERE™ AND YOUR CENTURION® ANYWHERE™ APPLICATION ON YOUR MOBILE DEVICE IS ACTIVE. RESPONSE TECHNOLOGIES SHALL NOT BE RESPONSIBLE FOR UNDELIVERED NOTIFICATIONS ARISING FROM USER NEGLECT INCLUDING, BUT NOT LIMITED TO, FAILURE TO PERFORM REQUIRED INSTALLATION, SETUP, UPDATES, MAINTAIN DEVICE BATTERY CHARGE OR BLUETOOTH CONNECTIVITY BETWEEN THE CENTURION® ANYWHERE™ BUTTON AND THE USER’S MOBILE DEVICE.

RESPONSE TECHNOLOGIES SYSTEMS AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH RESPONSE TECHNOLOGIES SYSTEMS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. THE INDEMNITEES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO RESPONSE TECHNOLOGIES SYSTEMS AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH RESPONSE TECHNOLOGIES SYSTEMS, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE INDEMNITEES DO NOT WARRANT THAT RESPONSE TECHNOLOGIES SYSTEMS OR ANY PORTION OF RESPONSE TECHNOLOGIES SYSTEMS, OR ANY MATERIALS OR CONTENT OFFERED THROUGH RESPONSE TECHNOLOGIES SYSTEMS, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

Limitation of Liability

IN NO EVENT WILL THE INDEMNITEES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, RESPONSE TECHNOLOGIES SYSTEMS OR ANY MATERIALS OR CONTENT ON RESPONSE TECHNOLOGIES SYSTEMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RESPONSE TECHNOLOGIES OR ANY INDEMNITEE HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. SUBSCRIBER UNDERSTANDS AND AGREES THAT RESPONSE TECHNOLOGIES IS NOT OBLIGATED TO NOTIFY OR DISPATCH MEDICAL, FIRE, OR POLICE ASSISTANCE AND THAT RESPONSE TECHNOLOGIES SHALL HAVE NO LIABILITY FOR FAILING TO DO SO OR FOR MEDICAL, FIRE, OR POLICE ASSISTANCE NOT RECEIVING SUCH NOTIFICATION OR NOT ACTING ON SUCH NOTIFICATION. IF RESPONSE TECHNOLOGIES ELECTS TO NOTIFY MEDICAL, FIRE, OR POLICE ASSISTANCE, RESPONSE TECHNOLOGIES’ LIABILITY FOR DOING SO SHALL BE LIMITED AS SET FORTH HEREIN AND RESPONSE TECHNOLOGIES TAKES NO RESPONSIBILITY FOR ANY FIRST RESPONDERS’ OR EMERGENCY ASSISTANCE RESPONSE TO SUCH A SIGNAL. SUBSCRIBER AGREES THAT IT IS SUBSCRIBER’S SOLE RESPONSIBILITY TO PREPARE FOR ANY MEDICAL, FIRE, OR POLICE EMERGENCY.

YOU AGREE THAT THE AGGREGATE LIABILITY OF THE INDEMNITEES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF RESPONSE TECHNOLOGIES SYSTEMS OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID DIRECTLY TO RESPONSE TECHNOLOGIES FOR ACCESS TO AND USE OF RESPONSE TECHNOLOGIES SYSTEMS IN THE 12 MONTHS PRIOR TO THE CLAIM; OR (B) $100.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Governing Law

These Terms are governed by the laws of the State of Ohio without regard to conflict of law principles. Subject to Section 16 of these Terms, if a lawsuit or court proceeding is permitted under these Terms, you and Response Technologies agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Hamilton County, Ohio for the purpose of litigating any dispute. We operate Response Technologies Systems from our offices in Ohio, and we make no representation that the Materials included in Response Technologies Systems are appropriate or available for use in other locations. Any claim brought against Response Technologies is subject to Section 16 of these Terms, and unless prohibited by applicable law, you must bring any claim against Response Technologies within one (1) year after the claim arose. If you do not bring such claim within such time period, then you waive your right to make such claim against Response Technologies and Response Technologies has no liability to you for such claim. It is critical that you bring any claim against Response Technologies in a timely manner.

General

These Terms, together with the Privacy Policies and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Response Technologies regarding your use of Response Technologies Systems. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision that by its nature or express terms should survive, will survive.

Dispute Resolution and Arbitration

16.1 Generally. In the interest of resolving disputes between you and Response Technologies in the most expedient and cost-effective manner, you and Response Technologies agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND RESPONSE TECHNOLOGIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Unless prohibited by applicable law, you must bring any claim against Response Technologies within one (1) year after the claim arose. If you do not bring such claim within such time period, then you waive your right to make such claim against Response Technologies and Response Technologies has no liability to you for such claim. It is critical that you bring any claim against Response Technologies in a timely manner.

16.2 Exceptions. Despite the provisions of Section 16.1, we both agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

16.3 Arbitrator. Any arbitration between you and Response Technologies will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Response Technologies.

16.4 Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail (“Notice”). Response Technologies’ address for Notice is: 9959 Cincinnati-Dayton Rd., West Chester, OH 45069. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Response Technologies may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Response Technologies must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favor, Response Technologies will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Response Technologies in settlement of the dispute prior to the arbitrator’s award; or (iii) $100.

16.5 Fees. If you commence arbitration in accordance with these Terms, Response Technologies will reimburse you for your payment of the filing fee (if you are successful in the arbitration proceeding), unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York County, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Response Technologies for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

16.6 No Class Actions. YOU AND RESPONSE TECHNOLOGIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Response Technologies agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

16.7 Modifications. If Response Technologies makes any future change to this arbitration provision (other than a change to Response Technologies’ address for Notice), you may reject the change by sending us written notice within 30 days of the change to Response Technologies’ address for Notice, in which case your account with Response Technologies will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.

16.8 Enforceability. If Section 16.6 is found to be unenforceable or if the entirety of this Section 16 is found to be unenforceable, then the entirety of this Section 16 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 14 will govern any action arising out of or related to these Terms.

Consent to Electronic Communications

By using Response Technologies Systems, you consent to receiving certain electronic communications from us as further described in our Privacy Policies. Please read our Privacy Policies to learn more about your choices regarding our electronic communications practices. Additionally, you may have been designated by your system administrator to receive SMS from a dedicated short-code associated with the ‘Elite Alert’ service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Response Technologies Field Responder SMS Services

18.1 As part of Response Technologies Platform, ECCs may have the ability to send an outbound SMS from a dedicated short-code to field responders with a link to critical data for emergency response.

18.2 Carriers are not liable for delayed or undelivered messages

18.3 As always, message and data rates may apply for any messages sent to you from us and to us from you. Message frequency varies. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

18.4 If you have any questions regarding privacy, please read our privacy policy

Contact Information

Response Technologies Systems is offered by Response Technologies, Ltd., located at 9959 Cincinnati-Dayton Rd., West Chester, OH 45069. You may contact us by sending correspondence to that address or by emailing us at support@Response-Technologies.com. If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the address above with your electronic mail address and a request for these Terms.

FOR RESPONSE TECHNOLOGIES PARTNERS, THE FOLLOWING TERMS SHALL APPLY:

THESE TERMS SHALL ALSO BE DEEMED TO SUPPLEMENTANY OTHER WRITTEN AND BINDING AGREEMENTS BETWEEN YOU AND RESPONSE TECHNOLOGIES OR ANY OTHER PROVIDERS RELATED TO YOUR ACCESS TO EMERGENCY DATA (“Emergency DATA”).

Only those Response Technologies partners that have been given permission to access to Response Technologies Systems through the Response Technologies Portal are permitted to use the Response Technologies Portal. Response Technologies strictly prohibits partners from providing any consumers with access to the Response Technologies Portal. If you or any other user that has not been given separate and affirmative right to access the Response Technologies Portal, then you are strictly prohibited from accessing Response Technologies Systems through the Response Technologies Portal and Response Technologies waives all liability or damages that you may have or claim due to your impermissible use.

The parties hereby agree as follows:

Response Technologies Service Overview

Response Technologies Systems provides an additional avenue for you to communicate with and receive certain information from Emergency Service Providers and Notification Providers regarding safety, emergency response services, public health, and other services.

“Emergency Service Providers” are safety or emergency response providers, including, without limitation, 9-1-1 or equivalent fire, police, emergency medical, emergency management, campus safety officials, public health services, or a monitoring service or central station
“Notification Providers” are entities that use Response Technologies Systems to send emergency and general interest notifications and updates

Response Technologies Service Within the Platform

Eligibility

Prohibited Conduct.

BY USING RESPONSE TECHNOLOGIES SYSTEMS YOU AGREE NOT TO:

4.1 use the Response Technologies Platform or Response Technologies Systems or any of the Emergency Data to which you have access via the Response Technologies Platform or Response Technologies Systems for any illegal purpose or in violation of any local, state, national, or international law;

4.2 violate or encourage others to violate any right of a third party, including by infringing or misappropriating any third party intellectual property right;

4.3 post, upload, or distribute content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;

4.4 interfere with security-related features of the Response Technologies Platform or Response Technologies Systems, including by: (a) disabling or circumventing features that prevent or limit the use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Response Technologies Platform or Response Technologies Systems except to the extent that the activity is expressly permitted by applicable law;

4.5 interfere with the operation of the Response Technologies Platform or Response Technologies Systems or any other user’s enjoyment of the Response Technologies Platform or Response Technologies Systems, including by: (a) uploading or otherwise any disseminating virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Response Technologies Platform or Response Technologies Systems; (c) attempting to collect, personal information about another user or third-party without appropriate authorization; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Response Technologies Platform or Response Technologies Systems, or violating any regulation, policy, or procedure of any network, equipment, or server;

4.6 perform any fraudulent activity, including impersonating any person or entity, claiming a false affiliation, accessing any other Response Technologies Service or Response Technologies Platform account without permission

4.7 sell or otherwise transfer the access granted under these Terms or sell or transfer access to any of the Emergency Data or any other Materials (as defined in below) or any right or ability to view, access, or use any of the Emergency Data or Material;

4.8 attempt to do any of the acts described in this Section or assist or permit any person to engage in any of the acts described in this Section; or

4.9 use any of the Emergency Data for any reason other than to provide reasonable services in support of the actual emergency incident (“Emergency Incident”) pursuant to which the Emergency Data has been shared.

4.10 In addition, you agree to promptly delete any and all Emergency Data and all copies and derivations thereof once it is no longer necessary to provide the emergency services required by the applicable end user, unless (and only to the extent) expressly prohibited by applicable law.

4.11 Prior to providing Response Technologies Systems and periodically from time to time thereafter, Response Technologies shall have the right to audit your (or such designated third-party) systems to ensure compliance with these Terms, such compliance to include, but not be limited to, examination of your (or such designated third-party) databases and other records to ensure compliance with your obligations to regarding prompt deletion of Emergency Data, as provided in Section 4.10.

Third-Party Response Technologies Services

Response Technologies shall provide tools through Response Technologies Systems that enable you to export information, including your account information, to third-party services, including, but not limited to, the Response Technologies Platform. You agree that we may transfer that information to the applicable third-party service. Third-party services are not under our control, and we are not responsible for any third-party service’s use of your exported information. Response Technologies Systems also contains links to third-party websites. Linked websites are not under our control, we are not responsible for their content, and we are not responsible for any security protocols (or lack of security protocols) on such linked websites.

Termination of Use; Discontinuation and Modification of Response Technologies Systems

We reserve the right to modify or discontinue Response Technologies Systems at any time (including by limiting or discontinuing certain features of Response Technologies Systems) without notice to you. Response Technologies, together with the Platform Provider, may decide to charge a fee for the use of all or certain features, and you will be provided with prior notice before such fees take effect. We will have no liability whatsoever relating to any change to Response Technologies Systems.

Privacy Policy; Additional Terms

7.1 Privacy Policy. Please read the Response Technologies Emergency-Related Services Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Response Technologies Privacy Policy and Response Technologies Emergency-Related Services Privacy Policy are incorporated by this reference into and made a part of these Terms. For the avoidance of doubt, you acknowledge and understand that most (if not all) Emergency Data is personal information (or the equivalent, as defined under applicable law). As a result, in addition to the restrictions set forth in these Terms, you agree not to store or retain any Emergency Data that you receive for longer than as reasonably necessary to address and/or ameliorate the Emergency Incident. Other than to any Emergency Service Providers and Notification Providers, if you share any Emergency Data with a third-party, you will, and require that such party agrees to comply with the provisions related to such Emergency Data as provided herein, including, but not limited to, your agreement to ensure that Emergency Data to which you are given access is deleted from all of your and such third-party systems or documentation in any format whatsoever, as soon as reasonably practicable following the conclusion or resolution of the Emergency Incident.

7.2 Additional Terms. Your use of Response Technologies Systems is subject to all additional terms, policies, rules, or guidelines applicable to Response Technologies Systems or certain features of Response Technologies Systems that we may post on or link to from Response Technologies Systems (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, or rules applicable to a particular feature or content on Response Technologies Systems, and subject to modifications as set forth in the Section immediately below. All Additional Terms are incorporated by this reference into and made a part of these Terms. Your use of any part of a Platform other than Response Technologies Systems is governed by the agreement between you and the Platform Provider, including the Platform Provider’s privacy policy.

Modification of these Terms

We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. Continued use of Response Technologies Systems following such material modifications will be deemed your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

Ownership; Proprietary Rights

Response Technologies Systems is owned and operated by Response Technologies. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of Response Technologies Systems (“Materials”) provided by Response Technologies are protected by intellectual property and other laws. All Materials contained in Response Technologies Systems are the property of Response Technologies or our third-party licensors or subcontractors. Except as expressly authorized by Response Technologies, you may not make use of the Materials. Response Technologies reserves all rights to the Materials not granted expressly in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding Response Technologies Systems (“Feedback”) will be the sole and exclusive property of Response Technologies, and you hereby irrevocably assign to us all of your right, title, and interest in and to all Feedback. Any data that we generate from your usage of Response Technologies Systems will be owned by Response Technologies and handled subject to the terms of our Privacy Policies, as applicable.

Indemnity

Unless otherwise provided in a Commercial Agreement, you agree that you will be responsible for your use of Response Technologies Systems, and you agree to defend and indemnify Response Technologies, the Platform Provider, and each of their officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the ”Indemnitees”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, Response Technologies Systems or the Platform; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third-party including, but not limited to, the Platform Provider. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

Disclaimers; No Warranties

BY USING RESPONSE TECHNOLOGIES SYSTEMS, YOU AGREE THAT RESPONSE TECHNOLOGIES CANNOT CONTROL THE MANNER IN WHICH EMERGENCY SERVICES ARE RENDERED, AND, THEREFORE, CANNOT AND DOES NOT GUARANTEE THAT EMERGENCY SERVICE PROVIDERS WILL UTILIZE THE INFORMATION PROVIDED. NOT ALL EMERGENCY SERVICE PROVIDERS HAVE ACCESS TO RESPONSE TECHNOLOGIES SYSTEMS, AND RESPONSE TECHNOLOGIES SYSTEMS MAY NOT BE UTILIZED BY EMERGENCY SERVICE PROVIDERS THAT DO HAVE ACCESS.

USE OF RESPONSE TECHNOLOGIES SYSTEMS DOES NOT CONSTITUTE AN AGREEMENT BETWEEN YOU AND EMERGENCY SERVICE PROVIDERS, NOTIFICATION PROVIDERS, THE PLATFORM PROVIDER, OR OTHER USERS. YOU WILL NOT RELY ON RESPONSE TECHNOLOGIES SYSTEMS AS THE SOLE MEANS BY WHICH YOU WILL COMMUNICATE INFORMATION TO EMERGENCY SERVICE PROVIDERS OR NOTIFICATION PROVIDERS. RESPONSE TECHNOLOGIES IS NOT RESPONSIBLE FOR THE ACTIONS OF ANY EMERGENCY SERVICE PROVIDER, NOTIFICATION PROVIDER, THE PLATFORM PROVIDER, OR OTHER USERS OF RESPONSE TECHNOLOGIES SYSTEMS. RESPONSE TECHNOLOGIES DOES NOT GUARANTEE DELIVERY OF ANY MESSAGE OR INFORMATION AND IS NOT RESPONSIBLE FOR ANY ACTION OR OMISSION BETWEEN OR AMONG USERS OF THE SYSTEM. RESPONSE TECHNOLOGIES DOES NOT HAVE CONTROL OVER THE VOIP SERVICE, TELEPHONE SERVICE, INTERNET SERVICE PROVIDERS, OR OTHER Emergency DATA SOURCE NECESSARY FOR PROVIDING RESPONSE TECHNOLOGIES SYSTEMS, AND ANY FAILURE DUE TO A THIRD-PARTY SERVICE PROVIDER IS NOT THE RESPONSIBILITY OF RESPONSE TECHNOLOGIES. RESPONSE TECHNOLOGIES IS NOT A TELEPHONE COMPANY, INTERNET PROVIDER, WIRELESS NETWORK PROVIDER, OR OTHER TELECOMMUNICATIONS SERVICE PROVIDER. YOU ARE SOLELY RESPONSIBLE FOR PROVIDING AND MAINTAINING THE COMMUNICATION SERVICES NEEDED FOR RESPONSE TECHNOLOGIES SERVICE. ADDITIONALLY, IT IS YOUR RESPONSIBILITY TO PROVIDE AND MAINTAIN A RELIABLE POWER SOURCE FOR ANY PRODUCTS THAT USE RESPONSE TECHNOLOGIES SYSTEMS.

RESPONSE TECHNOLOGIES SYSTEMS AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH RESPONSE TECHNOLOGIES SYSTEMS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN A COMMERCIAL AGREEMENT, RESPONSE TECHNOLOGIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO RESPONSE TECHNOLOGIES SYSTEMS AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH RESPONSE TECHNOLOGIES SYSTEMS, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. RESPONSE TECHNOLOGIES DOES NOT WARRANT THAT RESPONSE TECHNOLOGIES SYSTEMS OR ANY PORTION OF RESPONSE TECHNOLOGIES SYSTEMS, OR ANY MATERIALS OR CONTENT OFFERED THROUGH RESPONSE TECHNOLOGIES SYSTEMS, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

Limitation of Liability

EXCEPT AS OTHERWISE PROVIDED IN A COMMERCIAL AGREEMENT, IN NO EVENT WILL RESPONSE TECHNOLOGIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, RESPONSE TECHNOLOGIES SYSTEMS OR ANY MATERIALS OR CONTENT ON RESPONSE TECHNOLOGIES SYSTEMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RESPONSE TECHNOLOGIES HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. YOU UNDERSTAND AND AGREE THAT RESPONSE TECHNOLOGIES IS NOT OBLIGATED TO NOTIFY OR DISPATCH MEDICAL, FIRE, OR POLICE ASSISTANCE AND THAT RESPONSE TECHNOLOGIES SHALL HAVE NO LIABILITY FOR FAILING TO DO SO OR FOR MEDICAL, FIRE, OR POLICE ASSISTANCE NOT RECEIVING SUCH NOTIFICATION OR NOT ACTING ON SUCH NOTIFICATION. IF RESPONSE TECHNOLOGIES ELECTS TO NOTIFY MEDICAL, FIRE, OR POLICE ASSISTANCE, RESPONSE TECHNOLOGIES’ LIABILITY FOR DOING SO SHALL BE LIMITED AS SET FORTH HEREIN AND RESPONSE TECHNOLOGIES TAKES NO RESPONSIBILITY FOR ANY FIRST RESPONDERS’ OR EMERGENCY ASSISTANCE RESPONSE TO SUCH A SIGNAL.

EXCEPT AS OTHERWISE PROVIDED IN A COMMERCIAL AGREEMENT, YOU AGREE THAT THE AGGREGATE LIABILITY OF THE INDEMNITEES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF RESPONSE TECHNOLOGIES SYSTEMS OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID DIRECTLY TO RESPONSE TECHNOLOGIES FOR ACCESS TO AND USE OF RESPONSE TECHNOLOGIES SYSTEMS IN THE 12 MONTHS PRIOR TO THE CLAIM; OR (B) $100.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

[YOU AGREE TO HOLD RESPONSE TECHNOLOGIES HARMLESS FOR ANY CLAIMS ARISING FROM ERRORS OR OMISSIONS MADE MY END USERS AS OUTLINED IN THIS AGREEMENT]

Governing Law

Unless otherwise provided in a Commercial Agreement, these Terms are governed by the laws of the State of New York without regard to conflict of law principles.

General

These Terms, together with our Commercial Agreement, the Privacy Policies, and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Response Technologies regarding your use of Response Technologies Systems. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, any provision that by its nature or express terms should survive, will survive.

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