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Guardian Help, Inc.’s mobile personal emergency response system is made available by either Guardian Help, Inc. or its authorized licensee (either referred to herein as “Company”).
By accessing services of Company via the Company’s Web Site (“the Website”) or the Downloadable Software (the “Software”) you hereby agree to be bound by all of the terms and conditions contained in this User Agreement (this “Agreement”). Company reserves the right at its discretion to change the terms of this Agreement. The amended Agreement will be made available on-line and is effective as soon as it is posted on Company’s Web Site. User’s continued access and use of services on the Company Web Site after the posting of any amended Agreement shall constitute User’s acceptance of, and agreement to be bound by, any such changes.
If User does not agree to the terms and conditions of this Agreement, or any amended Agreement, User may not access or use Web Site or use the Downloadable Software via the services of Company for any purpose, and User shall promptly discontinue such Internet access and use of Web Site, the Downloadable Software, and any Services provided by the Company.
1. LIMITED LICENSE
(a) Copyright. The Web Site and the Downloadable Software created by or on behalf of Company contains original materials (“Materials”), the copyright for which is owned by Company. All other information displayed, transmitted or carried in Web Site or displayed on the Company Web Site (including, but not limited to, directories, guides, articles, opinions, reviews, text, photographs, images, illustrations, audio clips, video clips, trademarks, service marks and the like, collectively the “Content”) are protected by copyright and other intellectual property laws. The Materials, the Software and/or the Content, and the rights thereto, are also owned by Company, its affiliates and/or third party licensees. User agrees to abide by all copyright notices and restrictions attached to the Web Site, the Downloadable Software, and/or any Materials, other Software and/or Content accessed through Web Site or accessed on the Company Web Site. The user further agrees not to alter Web Site, the Downloadable Software and/or the Materials, other Software and/or the Content in any way, and not to alter or remove any trademark, copyright or any other notice from copies of Web Site and/or the Materials, the Software and/or the Content.
(b) Subscription Access. In the event User purchases a Subscription to the personal monitoring services for use with the Downloadable Software via an authorized licensee or other authorized vendor, then, subject to the terms and conditions of this Agreement, as well as any applicable third party licensing agreement or third party vending agreement, User shall have access to the Materials, the Downloadable Software, Content and/or User documentation (“Documentation”) for the period during which User’s Subscription has been approved and fully paid. “Subscription” refers to the separate Silver and Gold Subscriptions described in separate service addenda.
(c) Permitted Use. Subject to the terms and conditions of this Agreement, and only during the Term, as that term is defined herein and provided User has paid the appropriate Subscription fees, Company grants User a personal, non-transferable, limited and revocable license to use the Materials, Software, Content and/or Documentation only as permitted by this Agreement, including the right to use the Software in order to access, use and make printouts of the Materials, the Content and/or the Documentation. Subject to the foregoing, the User may use the Software for purposes of personal monitoring services and, provided the User has paid the appropriate Subscription and/or Per Use Access fee(s). This limited license grants User only the right to access and use the Materials, Content, Software and/or Documentation for purposes directly related to personal monitoring.
(d) Rights Limited to User. Any and all rights under this Agreement granted to User are limited to a specific designated person that has paid or for whom has been paid to Company the appropriate Subscription and/or Per Use Access fee established by Company for access to and use of the Materials, the Software, the Content and/or Documentation as provided in this Agreement, and to whom a specific password has been issued. All passwords and access codes to the Materials, the Software, the Content and/or the Documentation are personal to the User and are not transferable or assignable by User.
2. USE RESTRICTIONS Except as expressly authorized pursuant to the terms of the limited license set forth in Section 1 of this Agreement, User may not and may not permit others to:
(a) Use the Software on or gain access to the Materials, Software, Content and/or Documentation from more than one computerized machine, whether cell phone, tablet, personal computer or otherwise, at a time, nor install them in a fashion that makes the Materials, Software, Content and/or Documentation available on, running on or accessible from more than one machine at a time unless User has paid the additional user fee(s) and any other charges imposed by Company for such use or access;
(b) Sell, rent, lease, license, sublicense, or assign the Materials, the Software, the Content and/or the Documentation, or the use of the Materials, the Software, the Content and/or the Documentation to others;
(c) Transfer the Materials, the Software, the Content and/or the Documentation or any copy thereof to another party;
(d) Reverse engineer, decompile, disassemble, or otherwise derive the source code from the Software;
(e) Alter, modify, adapt, reconfigure, or prepare derivative works of the Materials, Software, the Content and/or the Documentation;
(f) Provide or permit access to the Materials, Software, the Content and/or the Documentation except for the sole use of User;
(g) Archive or retain any of the Materials, Software, the Content and/or the Documentation in any form without the written permission from Company;
(h) Distribute (including via e-mail or the Internet), or otherwise make available, copies of the Materials, the Software, the Content and/or the Documentation to others, whether or not for payment or other consideration, without the written permission from Company. Requests for permission to retain, distribute or reproduce may be submitted to Company by email at email@example.com ; or call (828) 202-5933.
(i) Copy, extract, summarize, distribute or otherwise use the Materials, Software, the Content and/or the Documentation in any manner which competes with or substitutes for Company’s distribution of the Materials, Software, the Content and/or the Documentation to its customers.
3. CHANGES IN THE WEB SITE Company may modify, suspend, discontinue or restrict the use of any portion of the Company Web Site, including the availability of any Materials, Software, the Content and/or the Documentation, at any time and without notice or liability.
4. GENERAL DISCLAIMER AND LIMITATION OF LIABILITY. THE COMPANY WEB SITE AND THE DOWNLOADABLE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE USE OF THE MATERIALS, THE DOWNLOADABLE SOFTWARE, THE CONTENT AND/OR THE DOCUMENTATION CONTAINS FACTS, VIEWS, OPINIONS, STATEMENTS AND RECOMMENDATIONS OF THIRD PARTY INDIVIDUALS AND ORGANIZATIONS. THE COMPANY DOES NOT REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE COMPANY WEB SITE, INCLUDING BUT NOT LIMITED TO, THE MATERIALS, THE SOFTWARE, THE CONTENT AND/OR THE DOCUMENTATION. USER ACKNOWLEDGES THAT ANY RELIANCE UPON ANY SUCH OPINION, ADVICE, STATEMENT OR INFORMATION SHALL BE AT USER’S SOLE RISK. COMPANY DOES NOT MAKE ANY WARRANTY REGARDING THE COMPANY WEB SITE OR THE DOWNLOADABLE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE MATERIALS, THE SOFTWARE, THE CONTENT AND/OR THE DOCUMENTATION, OR ANY SERVICES OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE COMPANY WEB SITE. THE MATERIALS, THE DOWNLOADABLE SOFTWARE, THE CONTENT, AND/OR THE DOCUMENTATION ARE LICENSED TO USER “AS-IS”, WITHOUT ANY WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, AND COMPANY AND/OR COMPANY’S LICENSEES AND AUTHORIZED VENDORS, EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION: (A) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY OR COMPLETENESS OF THE MATERIALS, SOFTWARE, CONTENT, DOCUMENTATION, INFORMATION, PRODUCTS OR SERVICES WHICH ARE PART OF THE COMPANY WEB SITE OR ANY SERVICES AFFILIATED WITH THE COMPANY OR ITS LICENSEES; AND (B) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OR AGAINST INFRINGEMENT. IN NO EVENT WILL COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSEES, EMPLOYEES, AGENTS, VENDORS OR CONTRACTORS BE LIABLE TO USER FOR ANY DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES RESULTING FROM OR CAUSED BY THE COMPANY WEB SITE, THE MATERIALS, THE SOFTWARE, THE CONTENT, THE DOCUMENTATION, ITS PUBLIC POSTING BULLETIN BOARDS OR ANY ERRORS OR OMISSIONS IN THE MATERIALS, THE SOFTWARE, THE CONTENT AND/OR THE DOCUMENTATION, EVEN IF COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIABILITY OF COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSEES, EMPLOYEES, AGENTS OR CONTRACTORS, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DAMAGES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO ALTERATION OF , OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, CLAIMS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION, DATA LOSS OR CORRUPTION, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF OR RELATING TO THE USE OF OR THE INABILITY TO USE THE MATERIALS, THE SOFTWARE, THE CONTENT OR THE DOCUMENTATION, SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID TO COMPANY BY OR ON BEHALF OF USER IN CONNECTION WITH THE COMPANY WEB SITE IN THE SIX (6) MONTHS PRIOR TO THE CLAIMED INJURY OR DAMAGE. SOME STATES DO NOT ALLOW FOR SOME OF THE LIMITATIONS OR EXCLUSIONS AS SET FORTH HEREIN. USER MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE COMPANY, ITS LICENSEES, ITS CONTRACTORS, AND ALL OTHER SERVICE PROVIDERS AFFILIATED WITH THE COMPANY WILL BE HELD HARMLESS AND CANNOT BE RESPONSIBLE IN ANY WAY FOR ANY OUTAGES OR UNAVAILABILITY OF WIRELESS INTERNET, DATA TRANSMISSION, OR CELLULAR SERVICES OF ANY KIND. USER ACCEPTS THE CHOICE OF THE TELECOMMUNICATIONS SERVICE PROVIDERS AFFILIATED WITH THE COMPANY AND FURTHER ACCEPTS THE RISK, WITH NO RECOURSE AGAINST THE COMPANY OR ITS LICENSEES, THAT THE SERVICE PROVIDER MAY NOT PROVIDE SERVICE TO CERTAIN AREAS AT CERTAIN TIMES AND SUCH LOSS OF SERVICE WILL BE UNPREDICTABLE WITH NO NOTICE TO THE USER.
5. PROFESSIONAL RESPONSIBILITY User acknowledges that User is purchasing the licenses hereunder to assist User in user’s personal capacity for personal safety. User further acknowledges that it is User’s responsibility to review all materials available in regard to the Company, the Company’s Licensees, the Downloadable Software for Personal Monitoring, any call centers, data or cellular service providers, or other contractors to determine that all information provided to User is sufficiently accurate for User’s purposes. The Materials, the Software, the Content and/or the Documentation are not intended to be a substitute for the exercise of User’s judgment in protecting themselves from harm or even inconvenience.
6. INTERNET LICENSE EXPIRATION User expressly acknowledges that Company and its licensees retain outright ownership of all of the Materials, Software, the Content and/or the Documentation accessed by User pursuant to this Agreement. Company does not require the return of the Materials, the Software, the Content and/or the Documentation accessed by User pursuant to this Agreement either at the end of the Term (as de-fined herein) covering this Agreement or upon receipt by User of updated Materials, Software, the Content and/or the Documentation. Consequently, access to the Materials, the Software, the Content and/or the Documentation on the Internet granted to User pursuant to this Agreement will automatically expire in accordance with the license entered upon activation of a Subscription (silver, gold, and the like), unless the User has renewed their Subscription in which case the license shall extend through the end of the renewal Subscription. User will take no unauthorized action to extend User’s access to the Materials, the Software, the Content and/or the Documentation beyond the authorized time period. This Agreement and all of User’s rights to the Materials, Software, the Content and/or the Documentation shall cease and terminate immediately in the event of a breach by User of any of the terms and conditions of this Agreement or in the event User fails to maintain User’s Subscription for use of the Materials, the Soft- ware, the Content and/or the Documentation in good standing.
(a) New and Reinstatement of Subscription. User may cancel a new or reinstatement Subscription for full credit by (i) ceasing access and use of Web Site on the Internet within TWO (2) days of User’s access and use of Downloadable Software by e-mailing Customer Service at or by calling Customer Service. No cancellation is available after an account is active or renewed for two days.
8. PAYMENT OPTIONS; LATE CHARGES
(a) Subscription(s). Subscription(s) may be paid either in full prior to account activation or in equal monthly installments. Accounts past due more than 10 days will be deactivated and only reinstated after payment of the original amount due plus a re-activation fee.
9. CREDIT INVESTIGATION AND APPROVAL This license and the User’s Subscription are subject to credit and other approvals and acceptance by Company at its office in North Carolina. By User’s Subscription, User authorizes Company to make whatever credit investigations it may deem appropriate and to exchange any information received in the course of such investigation. Company may request reports from credit reporting agencies or others. If User asks whether a credit report was requested, Company will tell User and if a report was received, Company will give User the name and address of the agency that supplied the report.
10. DEFAULT In the event User defaults on any payment invoiced to User by Company, or otherwise breaches any of the terms and conditions of this Agreement, Company reserves the right to terminate this Agreement and User’s rights hereunder by giving User written or on-line notice of termination and to retain all sums paid by User hereunder. The provisions of Section 4, General Disclaimer and Limitation of Liability, shall survive any termination of this Agreement.
11. ARBITRATION It is expressly agreed between User and Company that any controversy or claim arising out of or relating to this Agreement (expressly excepting therefrom any claim by Company for payment due from User hereunder) shall be settled by binding arbitration in the State of North Carolina in accordance with the substantive laws of the State of North Carolina (excluding choice of law) and the Commercial Arbitration Rules of the American Arbitration Association. It is further expressly agreed between User and Company that judgment upon any award rendered by a single arbitrator may be entered in any court of competent jurisdiction.
12. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflicts of law provisions. Copyright issues are an exception, as copyright is governed by the laws of the United States. Venue is proper in North Carolina federal and state courts, and user accepts to personal .
13. NO ASSIGNMENT The licenses and passwords granted and assigned to User pursuant to this Agreement are personal to User, and under no circumstances may be assigned, sublicensed or transferred by User without Company’s prior written consent. Any attempted assignment, sublicense or transfer shall be null and void and shall result in the immediate and automatic termination of the licenses and passwords granted under this Agreement.
14. ENFORCEABILITY/WAIVER If any provision to this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any right hereunder.
15. ENTIRE AGREEMENT Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and further agrees that it is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument executed by a corporate officer of Company.