Terms of Use
AUTHORIZED USER AGREEMENT
IMPORTANT - READ CAREFULLY. This agreement (the “Agreement”) is a legal agreement between you, on behalf of yourself and as authorized agent for the organization or entity by whom you are employed (collectively, “Client”) and Prepared Response, Inc. (“PRI”) and governs your access to and use of PRI’s hosted tenant safety system, branded “GuideSafe™”. By clicking on the “I Agree” button, you agree, for yourself and Client, to be bound by the terms and conditions of this Agreement. If you do not agree with the terms and conditions of this Agreement, neither you nor Client may access or use GuideSafe or any portions thereof.
License. Subject to the terms and conditions of this Agreement, PRI grants Client a personal, non-exclusive, non-transferable, limited license (with no right of sublicense), for the term for which Client has paid PRI the applicable fees required by PRI, to access and use the GuideSafe software application and related computer equipment and PRI networks, via a browser-based interface (collectively, “GuideSafe”), solely for the purpose of providing and displaying emergency services and/or procedures (“Client Content”) to occupants of buildings owned or managed by Client and for which Client has paid PRI the applicable fees required by PRI (such buildings, “Authorized Premises”), via a user password issued by Client.
License Restrictions. Client shall not allow any third party to access or use GuideSafe for any purposes other than the provision and display of emergency procedures and/or services for Authorized Buildings, consistent with PRI’s applicable user documentation, or as otherwise expressly authorized in writing by PRI. Further, Client shall not, and shall not permit any user authorized by Client to: (i) translate, reverse engineer, decompile, disassemble, modify or reproduce GuideSafe, in whole or in part, or otherwise attempt to discover the source code, or prepare derivative works based upon GuideSafe; (ii) develop passwords and/or logins other than the passwords and logins issued by PRI to Client, or attempt to determine how the passwords and logins are defined, or otherwise attempt to defeat the passwords and/or logins; (iii) other than Client’s right to display Client Content to Authorized Building occupants as specified above, distribute, sublicense, rent, lease, assign or transfer access to GuideSafe, in whole or in part, to any third party, or use GuideSafe in the operation of a service-bureau or similar business; or (iv) remove, delete or alter in any manner any copyright, trademark or other proprietary rights notices, labels or marks on GuideSafe.
Passwords. Client agrees that Client is entirely responsible for maintaining the confidentiality of passwords and agrees to immediately notify PRI if a password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. Client also agrees to immediately notify PRI of any other breach of security in relation to GuideSafe known to Client.
Ownership. GuideSafe is owned by PRI and constitutes valuable trade secrets of PRI. PRI does not grant Client any rights or licenses other than those specifically set forth in this Agreement. Client use of GuideSafe shall not create, nor shall Client represent that Client has, any right, title, interest or Intellectual Property Right (as defined below) in or to GuideSafe. Unless expressly granted, PRI retains all right, title and interest, including all Intellectual Property Rights, in and to GuideSafe. “Intellectual Property Right” means any patent, copyright, trademark, trade secret or other intellectual property right.
Termination. PRI shall have the right to immediately terminate this Agreement if Client, in PRI’s sole discretion, materially breaches any of its obligations hereunder. Immediately upon any termination or expiration of this Agreement, or upon termination of the license subscription term for which Client has paid PRI the applicable fees required by PRI, whichever occurs sooner, Client shall discontinue use of and access to GuideSafe and return to PRI or, if PRI so instructs Client, to destroy the originals and all copies of any of PRI’s Confidential Information and other PRI property in Client’s possession or control.
Use of GuideSafe. CLIENT ACKNOWLEDGES THAT GUIDESAFE PROVIDES ACCESS TO INFORMATION AND IF USED IMPROPERLY COULD RESULT IN HARM TO PERSONS OR PROPERTY. CLIENT ASSUMES ALL RISK OF IMPROPER USE. Client shall at all times be solely responsible for ensuring that all data relating to Authorized Premises is and remains accurate, complete, current, reliable and reflects the emergency response plans for the applicable Authorized Premises, including without limitation as stored on and/or formatted for use with GuideSafe. The foregoing applies regardless of whether Client or PRI creates, develops, collates or prepares such data for use with GuideSafe.
Notwithstanding any other provision of this Agreement, and without creating any obligation on PRI to do so, PRI, in its sole and absolute discretion, may provide access to data stored on or accessed via GuidSafe, including without imitation Client Content, and including without limitation the right to download copies, to any persons PRI determines appropriate, if PRI considers such access would be beneficial to Client or persons or property at any Authorized Premises or neighboring sites, including for example to responders in an emergency situation, with or without notice to Client.
PRI may refer to Customer as one of PRI's customers. At any time and from time to time, PRI may access and display on GuideSafe web pages made available to Client and its users, such advertising and other content and materials as PRI determines in its sole and absolute discretion.
Warranty Disclaimer. GUIDESAFE IS PROVIDED ON AN “AS IS” BASIS AND PRI SHALL NOT BE RESPONSIBLE FOR ANY FAILURE OF GUIDESAFE TO PERFORM AS EXPECTED BY CLIENT. GUIDESAFE IS PROVIDED WITHOUT WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, OF ANY KIND. PRI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND ERROR FREE OPERATION.
CLIENT HAS SOLE RESPONSIBILITY FOR ENSURING THAT ALL DATA IS AT ALL TIMES ACCURATE, COMPLETE, CURRENT, AND RELIABLE AND REFLECTS THE EMERGENCY RESPONSE PLAN FOR THE AUTHORIZED PREMISES. PRI SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DATA, AND MAKES NO WARRANTIES WITH RESPECT THERETO, INCLUDING ANY: (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; (C) CLAIM OF INFRINGEMENT; OR (D) STATUTORY REMEDY.
Confidentiality. “Confidential Information” means GuideSafe and its underlying code, together with all information or data included therein or related thereto, other than Client Content authored or uploaded by Client, and also included, without limitation, user passwords, PRI’s research and development, know-how, inventions, trade secrets, other software; network topography, configuration and access information; operation and implementation processes and policies; and pricing, market analysis, research, strategies, projections, forecasts and financial information. Confidential Information does not include information which (a) was publicly known at the time of PRI’s communication thereof to Client, or which subsequently becomes publicly known through no fault of Client; (b) becomes available to Client on a non-confidential basis from a source other than PRI, provided that such source is not bound by any obligation of confidentiality to PRI with respect to such information; or (c) Client can show was independently developed by Client without reference to the Confidential Information communicated by PRI. Client agrees: (i) to hold the Confidential Information in strict confidence; (ii) not to disclose any such Confidential Information to any third party; (iii) to use the Confidential Information solely and exclusively in accordance with the terms of this Agreement: and (iv) to notify PRI promptly of any unauthorized use or disclosure of the Confidential Information and cooperate with and assist PRI in every reasonable way to stop or minimize such unauthorized use or disclosure.
Unauthorized Use. Client agrees that it will not, and will not permit any Authorized Building occupant or any other person, to use Guidesafe for any improper purpose including, but not limited to, violation of law, the infringement of copyright or trademark, misappropriation of trade secrets, wire fraud, invasion of privacy, pornography, obscenity and defamation, or to interfere with or disrupt other network users, network services or network equipment, or discussing, inciting or engaging in any illegal activity. Client agrees to indemnify, defend and hold harmless PRI, its officers, directors and employees, from and against any losses, damages, fines, liabilities and expenses (including attorneys’ fees and costs) arising from or related to Client’s use of GuideSafe.
Limitation Of Liability. PRI AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF BUSINESS PROFITS OR INFORMATION, LOSS OF DATA, OR ANY OTHER LOSS) WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, AND WHETHER BASED ON THE USE OF THE GuideSafe SYSTEM OR ARISING UNDER OR RELATED TO THIS AGREEMENT, ITS SUBJECT MATTER OR ANY PROCESS PERFORMED OR UNDERTAKEN IN CONNECTION WITH THIS AGREEMENT (EXCEPT ONLY IN CASES OF PERSONAL INJURY WHERE AND TO THE EXTENT THE APPLICABLE LAW IMPOSES SUCH LIABILITY) EVEN IF PRI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PRI’S LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES RECEIVED FROM CLIENT UNDER THE PRI SERVICES AGREEMENT DURING THE SIX (6) MONTH PERIOD THAT IMMEDIATELY PRECEDES THE LAST EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS AND EXCLUSIONS ARE INTENDED TO BE INDEPENDENT OF THE WARRANTIES AND DISCLAIMERS ELSEWHERE IN THE AGREEMENT AND TO APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN.
Injunctive Relief. Client agrees that a violation of this Agreement may cause irreparable harm to PRI and that a remedy at law may be inadequate. Therefore, in addition to any and all remedies available at law, PRI shall be entitled to an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation of any or all of the provisions hereof.
No Assignment. This Agreement is personal to Client, and may not be assigned without PRI’s express written consent. PRI may freely assign this Agreement.
U.S. Government Rights. GuideSafe under this Agreement embodies commercial computer software as that term is described in 48 C.F.R. 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFAR”) and its successors.
Export. Client acknowledges that the laws and regulations of the United States, including without limitation the Export Administration Regulations, restrict the export and re-export of certain hardware, software, other commodities, technology and technical data of United States origin. Client will not export or re-export the GuideSafe System without the appropriate United States and foreign government export or import licenses or other official authorization
Governing Law; Jurisdiction. This Agreement will be governed by and construed according to the laws of the State of Washington. Venue for any disputes arising under this Agreement will lie exclusively in the state or federal courts located in King County, Washington, and the parties irrevocably waive any right to raise forum non conveniens or any other argument that Washington is not the proper venue. The parties irrevocably consent to personal jurisdiction in the state and federal courts of Washington. The U.N. Convention on contracts for the International Sale of Goods will not apply to GuideSafe or this Agreement.
Severability; Waiver. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, (a) that provision will be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (b) the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby. Failure by either party to enforce any provision of this Agreement will not be deemed to be a waiver of future enforcement of that or any other provision of this Agreement.
Amendment. PRI reserves the right to amend the terms and conditions of this Agreement at any time, by immediate written, email or other notice to Client. If Client objects to such amendments, Client’s sole and exclusive recourse is to terminate this Agreement by not less than fifteen days prior written notice to PRI at PRI’s corporate offices.
Entire Agreement. This Agreement contains the entire understanding between the parties regarding GuideSafe and supersedes all other agreements, representations and communications, oral or written, with respect to its subject matter.
© Copyright 2007, Prepared Response, Inc. All rights reserved.
