This Project Safety Terms of Service and End User License Agreement (“Agreement”) is a legal agreement between you individually, if you are agreeing to it in your own capacity, or if you are authorized to acquire Project Safety services or software on behalf of your company or another organization, between the entity for whose benefit you act (“You” or “Your”), and Project Safety Corporation (“Project Safety”) (together the “Parties” and individually a “Party”).

BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SOFTWARE OR SERVICES, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT THE TERMS OF THIS AGREEMENT, PLEASE CONTACT PROJECT SAFETY AT INFO@PROJECTSAFETY.COM. IF, PRIOR TO DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SOFTWARE OR SERVICES, YOU DECIDE YOU ARE UNWILLING TO AGREE TO THE TERMS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE SERVICES.

  1. Definitions

    Unless the context requires otherwise, the defined terms in this Agreement shall have the meanings set out below (and where the context so admits the singular shall include the plural and vice versa). “Documentation” means the applicable installation guide or standard end user documentation prepared and supplied by Project Safety (herein referred to as Project Safety) for the specific type and version of Software or Service, including any safety instructions. Documentation may be available via www.ProjectSafety.com, or by contacting Project Safety at info@ProjectSafety.com. “Software” means any Project Safety software or application provided to You under this Agreement, in whatever form, medium or manner provided or subsequently installed or used including updates, new releases and versions. “Service” means any Project Safety service provided to You including any service for which You subscribe, and any new Project Safety service or modification to an existing Project Safety service that Project Safety provides, or otherwise makes available to You from time-to-time. The Service includes any service, however same is made available to You including through handheld, mobile, and wireless devices, the Project Safety website, and any form of messaging including e-mail, instant messaging, SMS, phone, video, IP telephony, and any other means of telecommunication now known or later developed. Project Safety may change the Services or add or delete features at any time for any reason.
  2. Eligibility

    The Service is available only to individuals who are at least 13 years of age and have otherwise achieved the age of majority in the applicable jurisdiction so as to be able to legally enter into this agreement. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration and other information you submit or provide to Project Safety is accurate and truthful. Project Safety may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time without notice. If you are not of the age of majority, this agreement can only be entered into on your behalf by your parent or other person who is lawfully entitled to give consent on your behalf. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.
  3. Privacy

    Project Safety knows that you care about how your personal information is used and shared, and we take your privacy seriously. By visiting or using the Project Safety website or Project Safety Services or Software or by agreeing to the terms of this Agreement, You agree to the terms and conditions of the Project Safety Privacy Policy which is available at http://www.ProjectSafety.com/privacy
  4. Territory

    The Services are intended for use only in the countries and territories listed as follows: United States and Canada (the “Territory”). Project Safety may change the Territories by posting a change on its website and such posting shall be deemed to be notice of the change.
  5. Term

    This Agreement shall be effective upon Your agreeing to be bound by the terms of this Agreement (as described in the preamble above) and shall continue in effect unless terminated in accordance with the provisions set out herein.
  6. Software and Documentation License

    The Software and any Documentation is licensed and not sold to You. This Agreement grants You a personal, revocable, non-exclusive, non-transferable license that permits You to use the Software on the make and model of the handheld device for which it is supplied solely in connection with the Services, and to access the Services, and for no other purposes. You may not copy, reproduce or distribute the Software. You will not sell, rent, lease, or transfer, or attempt to sell, rent, lease, or transfer, the Software or Your entitlement to use the Services without expressed written permission of the Project Safety Corporation.
  7. Updates

    The Software may include functionality to automatically check for updates or upgrades to the Software. You hereby agree that Project Safety may make such updates or upgrades available to You from time-to-time. Such updates or upgrades shall be subject to the terms and conditions of this Agreement unless the Software or Service is expressly provided to You under other, or additional terms and conditions, in which case, those other, or additional terms and conditions (which may include the payment of additional fees), shall apply.
  8. Use of the Software and Services

    The Service is provided only for your own personal, non-commercial use unless otherwise specified by Project Safety in a legally binding commercial, corporate or group contract. You are responsible for all of your activity in connection with the Service. You shall not (and shall not permit any third party to) (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Services that: (i) infringes any patent, trademark, trade secret, right in confidential information, copyright, right of publicity or other right of any other person or entity (and “Intellectual Property Right”), (ii) violates any law or contractual duty or that You know is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, or otherwise inappropriate as determined by Project Safety in its sole discretion; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”); (v) involves commercial activities and/or sales without Project Safety prior written consent; (vi) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Project Safety or any third party; (vii) or impersonates any person or entity, including any employee or representative of Project Safety. Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Project Safety in its sole discretion) an unreasonable or disproportionately large load on the Project Safety (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass any measures Project Safety may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); or (iv) run any form of auto-responder or “spam” on the Service. You also agree that You will only use the Software and Services in accordance with this Agreement, all applicable laws.
  9. Your Content:

    By transmitting any message, communication, information or data including photos, location information, emergency alerts or responses (“Content”), You grant Project Safety and its affiliates an irrevocable license to collect, use, store, handle, reproduce, display, perform, and transmit such Content for the purpose of providing the Services. You represent and warrant, and can demonstrate to Project Safety full satisfaction upon request that you (a) own or otherwise control all rights to all Content, or that the Content is in the public domain, (b) you have the permission to use the name and likeness of each identifiable individual person in such Content and to use such individual’s identifying or personal information as contemplated by this Agreement, and (c) you are authorized to grant all of the aforementioned rights to the Content to Project Safety.
  10. Ideas and Suggestions

    Project Safety wishes to continually expand its Services. Project Safety welcomes any ideas, suggestions, or feedback, related to its Software or Services or for upgrades, updates, improvements, new features or functions thereto (“Ideas”). If you provide Project Safety with any Ideas, whether orally, in writing, or in any other way, you grant Project Safety a non-exclusive, worldwide, royalty-free, sub-licensable and non-revocable license to develop, make, have made, reproduce, have reproduced, import, modify, make derivative works of, sell, and offer to sell Ideas as part of Project Safety technology, products or services. You shall not knowingly provide Project Safety with any Ideas that is subject to third party intellectual property rights or that includes or reveals any confidential information of any person.
  11. Third Party Content and Services

    The Services or Software may permit you to link to other websites, services or resources on the Internet. When you access third party websites, services or resources, you do so at your own risk. They are not under Project Safety control, and you acknowledge that Project Safety is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites, services, or resources. The inclusion of any such link does not imply endorsement by Project Safety or any association with its operators. You further acknowledge and agree that Project Safety shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through any such website or resource.
  12. Payments and Fees

    If you decide to become a paid user, you shall be charged the Services fee (if applicable) in effect on the date you register. Project Safety may modify the applicable fees at any time without prior notice. Your payment to Project Safety of all fees and any additional applicable charges and taxes, must be made by your valid credit card (or such other form of payment as may be acceptable to Project Safety in its sole discretion) and, except as otherwise provided herein, all fees and charges are non-refundable.
  13. Telecommunications Services

    Project Safety, its representatives and affiliates has no responsibility for providing you with connectivity to the Internet, wireless access, or any other telecommunications services necessary for you to receive or interact with the Software or services.
  14. Intellectual Property Rights

    You do not acquire hereby any Intellectual Property Right(s) in or relating to the Software or services provided by Project Safety, its representatives and affiliates. Any rights not expressly granted herein are expressly reserved.
  15. Export Restrictions

    You agree that the Software will not be exported, imported, used, transferred, or re-exported from the country in which it is provided to You.
  16. Confidentiality

    You agree that the Software was developed at considerable time and expense by Project Safety and is confidential to and contains trade-secrets of Project Safety. Except to the extent that Project Safety is expressly precluded by law from prohibiting these activities, You shall not (directly or indirectly): (a) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms from any part of the Software or Service, or (ii) modify, translate, or otherwise create derivative works of any part of the Software or Services. You shall abide by all applicable local, provincial, state, national and international laws and regulations.
  17. Termination and Service Suspensions

    If You breach this Agreement Project Safety may terminate this Agreement by providing You with a notice of termination. You will be deemed to be in breach of this Agreement and Project Safety will have the right to terminate this Agreement upon providing notice if any monthly or other fees associated with the Software or Services are not paid within thirty (30) days of their becoming due. In addition, Project Safety may terminate this Agreement and/or immediately cease to provide the Service(s) without any liability whatsoever by providing You with notice of at least thirty (30) days. Project Safety shall not have any liability to You arising from or related to the termination of this Agreement in accordance with this Section. Upon termination of this Agreement: (a) You will cease all use of the Software and, if possible, permanently delete all copies of the Software in Your possession or control; and (b) Project Safety shall also have the right to cease providing the Services to You. Project Safety may also temporarily suspend the Services, in whole or in part, where required by law, in the case of security violations or threats, for service maintenance or repair, or for any other reasons deemed necessary or desirable by Project Safety.
  18. Limited Warranty

    If during the thirty (30) day period following Your entering into this Agreement the Software (the “Software Warranty Period”) provided to You is not capable of performing the functions described in the Project Safety standard end user Documentation (“Specifications”) when used as specified by Project Safety in the Documentation applicable to the specific type and version of the Software on the handheld device for which it was supplied, or if the Services materially fails to perform the functions described in the Specifications in any calendar month period in which You have an incident for which the Services were required (the “Services Warranty Period”), and You notify Project Safety of such failures during or within five (5) days of the expiration of the applicable warranty period, and if the failure was not caused or contributed to by an act beyond the reasonable control of Project Safety including any act of Force Majeure as described in Section 24, Project Safety will, at its sole option and discretion, either make reasonable efforts to correct or provide a workaround for such problem or provide You with a refund for the monthly fees paid by You for the applicable Software and Services during applicable warranty period, up to an aggregate maximum, under or related to this Agreement, of one (1) monthly service fee paid by You. Updates are provided “AS IS” and without warranty of any kind. Upgrades, for which You have paid additional license fees, shall be subject to the warranty set out above for a period of thirty (30) days from the date that the upgrade for any Software is delivered to You. The foregoing is the only obligation of Project Safety and is Your sole and exclusive remedy for any defects, errors, or problems You may experience related to the Software or Services. Project Safety makes no warranty that the Service will operate anywhere outside of the Territory. Any notices to Project Safety under this provision and questions, complaints or claims with respect to the Software should be transmitted to Project Safety in writing as follows: Project Safety, P.O. Box 170538, Austin, Texas 78717, Attention: Alan Blair by email: info@ProjectSafety.com. You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
  19. Disclaimers

    EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, ALL CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF DURABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR TITLE, OR ARISING FROM A STATUTE OR CUSTOM OR A COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY EXCLUDED. THE PARTIES ALSO AGREE THAT THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (“UCITA”) AS ENACTED IN ANY STATE SHALL NOT APPLY TO THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW UCITA IS HEREBY EXCLUDED IN ITS ENTIRETY FROM APPLICATION TO THIS AGREEMENT. THE LIMITED WARRANTIES SET OUT IN THIS AGREEMENT GIVE YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY BY STATE OR PROVINCE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES AND CONDITIONS. TO THE EXTENT PERMITTED BY LAW, ANY IMPLIED WARRANTIES OR CONDITIONS RELATING TO THE SOFTWARE OR SERVICES TO THE EXTENT THEY CANNOT BE EXCLUDED AS SET OUT ABOVE, BUT CAN BE LIMITED, ARE HEREBY LIMITED TO THIRTY (30) DAYS FROM THE DATE YOU FIRST INSTALLED THE SOFTWARE ON ANY DEVICE OR COMMENCED TO USE THE SERVICES.

    EXCEPT TO THE EXTENT SPECIFICALLY PROHIBITED BY APPLICABLE LAW IN YOUR JURISDICTION, EACH SERVICE IS PROVIDED OR MADE ACCESSIBLE “AS IS” AND “AS AVAILABLE”, WITHOUT CONDITION, ENDORSEMENT, GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND BY PROJECT SAFETY. PROJECT SAFETY DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF ANY SERVICE, CONTINUED AVAILABILITY OF ANY SERVICE, OR THAT ANY MESSAGES, CONTENT OR INFORMATION SENT BY OR TO YOU WILL BE ACCURATE, TRANSMITTED IN UNCORRUPTED FORM OR WITHIN A REASONABLE PERIOD OF TIME.

    THE SOFTWARE AND SERVICES ARE NOT SUITABLE FOR USE IN MISSION CRITICAL APPLICATIONS OR IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS.

    ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT, THE SOFTWARE OR THE SERVICES MUST BE BROUGHT WITHIN ONE YEAR. THE ONE-YEAR PERIOD BEGINS ON THE DATE WHEN THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS. IT ALSO APPLIES TO US AND OUR SUCCESSORS AND ASSIGNS.

  20. Limitations of Liability

    In no event shall the aggregate liability of Project Safety arising from or related to this Agreement or the Software or Services exceed the amount paid by You for that portion of the Software or Service that gave rise to the claim. Such amount shall not exceed the greater of US $25 or the amount paid to Project Safety in the month in which the claim first arose, even if a continuing one.
  21. Exclusion of Certain Damages:

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION, IN NO EVENT SHALL PROJECT SAFETY BE LIABLE FOR ANY OF THE FOLLOWING TYPES OF DAMAGES: CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR AGGRAVATED DAMAGES, DAMAGES RELATED TO OR ARISING FROM PERSONAL INJURIES OR DEATH, MEDICAL OR HEALTH COSTS OR EXPENSES, OR MENTAL DISTRESS, DAMAGES FOR LOSS OF PROFITS OR REVENUES, LOSS OF INFORMATION, CORRUPTION OR LOSS OF DATA, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, OR OTHER SIMILAR PECUNIARY LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE OR SERVICES INCLUDING THE USE OR INABILITY TO USE, PERFORMANCE OR NON-PERFORMANCE OF THE SOFTWARE OR SERVICES, WETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, AND EVEN IF PROJECT SAFETY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    PROJECT SAFETY SHALL BE LIABLE TO YOU ONLY AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION, SHALL HAVE NO OTHER OBLIGATION, DUTY, OR LIABILITY WHATSOEVER IN CONTRACT, TORT, OR OTHERWISE TO YOU INCLUDING ANY LIABILITY FOR NEGLIGENCE OR STRICT LIABILITY. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY: (A) IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION BY YOU INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN; AND (B) TO PROJECT SAFETY AND ITS AFFILIATED COMPANIES, THEIR SUCCESSORS, ASSIGNS, AGENTS, SUPPLIERS, AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES AND INDEPENDENT CONTRACTORS.

    PROJECT SAFETY IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE PROJECT SAFETY, IT’S DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, PARTNERS, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

    YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS AGREEMENT CONSTITUTE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS, THE FEES AND OTHER TERMS IN THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. IN ADDITION TO THE LIMITATIONS AND EXCLUSIONS SET OUT ABOVE, IN NO EVENT SHALL ANY DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS OF PROJECT SAFETY, OR ANY DISTRIBUTORS, SUPPLIERS, INDEPENDENT CONTRACTORS, CUSTOMERS, PARTNERS OR ORGANIZATIONS THAT WORK WITH PROJECT SAFETY IN CONNECTION WITH THE SERVICES OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS, OR ANY AFFILIATES OF PROJECT SAFETY HAVE ANY LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, THE SOFTWARE OR THE SERVICES.

  22. Assignment

    Project Safety may assign this Agreement without notice to You. You shall not assign this Agreement without the prior written consent of Project Safety and any assignment without Project Safety’s prior written consent shall be of no effect. Project Safety may perform all obligations to be performed under this Agreement directly or may have some or all obligations performed by its contractor or subcontractors or its affiliates.
  23. Notices

    Except as otherwise provided in this Agreement, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered in person, by courier or deposited in the mail, postage prepaid, registered mail, return receipt requested, and addressed to You at the billing address supplied to Project Safety by You, and addressed to Project Safety Corporation at P.O. Box 170538 Austin, TX 78717 In addition to the foregoing, Project Safety may, at its option, give You any notice under this Agreement electronically. Electronic notice to You shall be deemed to have been duly given when transmitted to an address furnished by You to Project Safety.
  24. Force Majeure

    Notwithstanding any other provision of this Agreement, neither Party shall be in default or breach of this Agreement for failure to fulfill its obligations when due to or contributed by causes beyond its reasonable control. An act of Force Majeure shall be deemed to include: an act of god such as without limitation a fire, flood, earthquake, epidemic, volcanic eruption, adverse weather conditions, storm, hurricane or other natural disaster, a strike, lock-out, labor dispute; war, invasion, act of foreign enemy hostilities (whether war has been declared or not), civil war rebellion revolution insurrection or military or usurped power, terrorism, act of sabotage, civil disturbance, blockade, riot, civil commotion, malicious damage, interruption or failure of electricity, power supply, interruption or failure of the internet or other telecommunication facility, network or means of telecommunication, computer virus, or bug, third party computer infiltration, attack by a hacker, governmental restriction, or any other act or circumstance that materially increases or affects the risk or danger to the health or safety of members of the public.
  25. Indemnification

    You shall defend, indemnify, and hold harmless Project Safety, its affiliates, its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to Your use or misuse of, or access to, the Services or Software or Your breach of this Agreement.
  26. General

    This Agreement (and any additional terms and conditions with which Project Safety supplements this agreement) is a complete statement of the agreement between you and Project Safety. The suppliers, agents, employees, distributors, and dealers of Project Safety are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Project Safety. Any waiver of the terms herein by Project Safety must be in a writing signed by an authorized officer of Project Safety and expressly referencing the applicable provisions of this Agreement. Project Safety shall be not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, delays in the operation of any network or system, or governmental action. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. Project Safety affiliates and Project Safety and its affiliates’ employees, contractors, directors, suppliers and representatives are intended third party beneficiaries for the purpose of the Sections of this Agreement entitled, “Limited Warranty” “Limitations of Liability”, “Exclusion of Certain Damages”, and “Disclaimers”. Except as otherwise specifically stated in this Section, the provisions herein are for the benefit of the Parties and not for any other person or entity. The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof shall so survive the completion of performance, cancellation or termination of this Agreement. To the extent any provision or portion thereof of this Agreement is determined to be illegal, invalid or unenforceable by a competent authority in any jurisdiction, then such determination of that provision or portion thereof will not affect: (a) the legality, validity or enforceability of the remaining provisions of this Agreement; or (b) the legality, validity or enforceability of that provision in any other jurisdiction, and that provision (or portion thereof) will be limited if possible and only thereafter severed, if necessary, to the extent required to render the Agreement valid and enforceable.
  27. Governing Law and Dispute Resolution

    This Agreement is to be governed by and construed under the laws of the state of Wyoming, excluding any body of law governing conflicts of law. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. Except to the extent specifically prohibited by applicable law in Your jurisdiction, any disagreement or dispute arising from or related to this Agreement shall be settled by final and binding arbitration to be conducted in Wyoming, United States in accordance with the Commercial Rules of the American Arbitration Association (“Rules”) and shall be heard by one arbitrator appointed in accordance with the said Rules and to be mutually agreed to by the Parties within thirty (30) days of the appointment of the arbitrator, failing which a neutral third party shall appoint the arbitrator. Each Party shall bear one half of the costs associated with the arbitration proceedings. No dispute between the Parties, or involving any person but You, may be joined or combined together, without the prior written consent of Project Safety. Judgment upon the award rendered by the arbitrator may be entered in any Court having jurisdiction thereof. Notwithstanding the foregoing, Project Safety has the right to institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a court of law for claims or disputes regarding: (i) amounts owed by You to Project Safety in connection with Your acquisition of the Software or Services or any portion thereof, or (ii) Your violation or threatened violation of the Sections of this Agreement entitled, “Use of Software and Services”, “Software and Documentation License”, “Intellectual Property”, “Export Restrictions”, “Confidentiality”, and “ Termination”. You irrevocably waive any objection on the grounds of venue, forum non-convenes or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the jurisdiction of the courts located in the State of Wyoming, for any such claims arising from or related to this Agreement. The Parties specifically agree that, in the event that there is a dispute under this Agreement and such dispute is to be resolved in a court of law, such dispute shall not be resolved by jury trial. The Parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.
  28. Language

    The parties have required that this Agreement and all documents relating thereto be drawn up in English.
  29. Entire Agreement

    This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and there are no provisions, understandings, communications, representations, warranties, undertakings, collateral agreements or agreements between the Parties relating to the Software or Services other than as set out in this Agreement. This Agreement supersedes any prior or contemporaneous provisions, understandings, communications, representations, warranties, undertakings, collateral agreements and agreements between the Parties, whether oral or written, with respect to the subject matter hereof, and You acknowledge that You have not relied on any of the foregoing in agreeing to enter into this Agreement. This Agreement may be amended at any time upon mutual agreement by the Parties.
  30. Changes to Agreement

    Except to the extent that Project Safety is expressly precluded by applicable law, Project Safety further reserves the right to make changes to this Agreement either to reflect changes in business practices, or to reflect changes in or required by law, by providing You with reasonable notice of the change either electronically (as contemplated by the Notice provision above) or by posting notice of the change at http://www.ProjectSafety.com/termsandeula.html. If You continue to use the Software and/or the Service more than sixty (60) days after notice of the change has been given or You do not contact info@ProjectSafety.com sixty (60) days after notice of the change has been given to inquire as to Your options, You shall be deemed to have accepted this change.

Additional Terms applicable to Software for Apple Handheld Devices and Android Powered Devices

    1. Acknowledgement: The Parties acknowledge that this Agreement is concluded between us only, and not with Apple or Android and that Apple and Android has no responsibility for the Software. Further, nothing herein abrogates or reduces Android’s or Apple’s Usage Rules for the Software or is intended to conflict with, the App Store Terms of Service, or any other applicable Terms of Service Agreement as of the Effective Date.
    2. Scope of License: The license granted to you for the Software for use on Android or Apple products is limited to a non-transferable license to use the Software on any iOS device, or any Android device that You own or control and as permitted by Android’s or Apple’s Usage Rules set forth in the App Store Terms of Service or any other applicable Terms of Service Agreement.
    3. Maintenance and Support: The parties acknowledge that Android and Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the Software.
    4. Warranty: In the event of any failure of the Software to conform to the warranty in this Agreement, You may notify Project Safety to refund the purchase price for the Software to You; and that, to the maximum extent permitted by applicable law, no other company or entity will have a warranty obligation whatsoever with respect to the Software, or for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty in this Agreement.
    5. Product Claims: The Parties acknowledge that Android, Apple, Microsoft, Blackberry, and any other third party provider is not responsible for addressing any claims of You or any third party relating to the Software or Your possession and/or use of the Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement; or (iii) claims arising under consumer protection or similar legislation.
    6. Intellectual Property Rights: The Parties acknowledge that, in the event of any third party claim that the Software or Your possession and use of that Software infringes that third party’s intellectual property rights, that Android and Apple will not be responsible for the investigation, defense, settlement or discharge of any such intellectual property infringement claim.
    7. Third Party Beneficiary: The Parties acknowledge and agree that Android, Apple, and any of Android’s or Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon Your acceptance of the terms and conditions of the Agreement, Android and Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against You as a third party beneficiary thereof, as it relates to the rights and benefits conferred upon Android and Apple hereunder.