Terms and conditions
CERTAIN DEFINED TERMS
1.1 Definitions. As used herein, the following terms shall have the meaning set out below:
“Escalation Contacts” means those individuals designated by You from time to time in order of Your preference in accordance with the Aware 360 App as Your “Escalation Contacts”
USING THE SERVICES
2.1 The Aware 360 App. Subject to the conditions and limitations outlined in this Agreement, the Aware 360 App allows You to subscribe to monitoring services for the purposes of enabling you to seek assistance in the event of an emergency from potentially: (a) Your Escalation Contacts; (b) 911 or the equivalent emergency services in Canada and the United States from local emergency responders (“Responders”); if the monitoring service, in its sole discretion and notwithstanding any other provision in this Agreement, believes that such services are necessary or otherwise required in the given circumstances (collectively, the “Services”). In the event that You seek assistance through the Aware 360 App, your monitoring service shall initially attempt to contact You. Your monitoring service will then attempt to follow the escalation procedure established in the Master Services Agreement, and/or contact each of Your Escalation Contacts (in the order that You have provided) and request the first available Escalation Contact to assist You. In the event that none of Your Escalation Contacts are available or willing to assist as requested, or, if in the sole opinion of the monitor service, the circumstances warrant it, the monitor service shall contact an applicable emergency response agency (or, at the monitor service’s sole discretion, another Responder) and request that it provides You with assistance. The monitor service may, upon Your request for assistance, engage a Responder to assist You at any time if the monitor service is of the view that the circumstances warrant same. For the avoidance of doubt, you will require cellular coverage to access and use the Services.
2.2 Account. In order to access and use the Services, you will need to sign up for, open and maintain an account (an “Account”). During the registration process Aware 360 and its monitoring partners may collect Your name, address, email address, phone number, credit card information, medical training, personal health information (e.g. allergies, medical conditions, etc.), username, and password. Your information may be used by Aware 360, its onboarding agencies, or the monitor services:
- to verify Your eligibility to create and to maintain Your Account;
- to ensure that Your Account, including Your username, is unique;
- to enable Aware 360 and its partners to provide You with the Services;
- to enable Aware 360 and its partners to provide certain security and privacy safeguards;
- to deal with security, debugging and technical support issues;
- for billing and payment-related issues;
- to protect ourselves and others from abuse; and
- to comply with law.
You will also need to enter the names and telephone numbers of Your Escalation Contacts in the App. Their foregoing personal information shall be referred to herein as “Contact Information”.
You agree at all times to: (i) provide accurate, current and complete information about Yourself as prompted by our registration form or otherwise; and (ii) maintain and update Your information (including Your e-mail address, Contact Information, and escalation contacts) to keep it accurate, current and complete. You acknowledge that, if any information provided by You is untrue, inaccurate, not current or incomplete, we may suspend or terminate Your Account and Your ability to use the Aware 360 App and, in our sole discretion, to report You to the appropriate authorities. You represent and warrant that You have been provided with consent from each Escalation Contact to disclose their personal information to Aware 360 and its partners and to permit Aware 360 and its partners to use such information in connection with the Services.
Aware 360 hereby disclaims any and all responsibility or liability for any unauthorized use of Your Account.
YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.
LICENSE GRANT AND USE RESTRICTIONS
3.2 Restrictions on Use. You shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Aware 360 App; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Aware360 App; (c) violate any applicable laws, rules or regulations in connection with Your access or use of the Aware360 App; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Aware 360 or its affiliates, partners, or suppliers; (e) use the Aware 360 App in a manner that derives revenue directly from the Aware 360 App, or use the Aware 360 App for any other purpose for which it is not designed or intended; (f) distribute the App to other Devices not owned by you; (g) make the Aware 360 App available over a network or other environment permitting access or use by multiple Devices or users at the same time; (h) use the Aware 360 App for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Aware 360; (i) use any proprietary information, interfaces or other intellectual property of Aware 360, or its affiliates, partners, or suppliers in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Aware 360 App; (j) circumvent, disable or tamper with any security-related components or other protective measures applicable to the Aware 360 App or Your Device; or (k) reproduce, archive, retransmit, distribute, disseminate, sell, lease, rent, exchange, modify, broadcast, synchronize, publicly perform, publish, publicly display, make available to third parties, transfer or circulate the Aware 360 App.
4.1 Fees. Subject to the terms and conditions of this Agreement, the Aware 360 App is being licensed according to the fee schedule outlined in the Master Service Agreement under which your license is provided.
4.3 Ancillary fees. Your cellular phone provider’s voice, data and messaging rates may apply when You use this Aware 360 App, including domestic and international roaming charges, if applicable, and You agree that You are solely responsible for any cellular usage charges You incur by using the Aware 360 App.
INTELLECTUAL PROPERTY RIGHTS
5.1 Rights to Aware 360 App. You acknowledge and agree that the Aware 360 App, any copies thereof (including without limitation any copy that You download, install, or use on Your Device), and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Aware 360. Furthermore, You acknowledge and agree that the source and object code of the Aware 360 App and the format, directories, queries, algorithms, structure and organization of the Aware 360 App are the intellectual property and proprietary and confidential information of Aware 360, its affiliates, licensors, or suppliers. Title to the Aware 360 App shall remain with Aware 360. Aware 360 and its partners, licensors, and suppliers reserve the right to change, suspend, terminate, remove, impose limits on the use of or access to, disable access to, or require the return of the Aware 360 App (or any copy thereof) at any time without notice and will have no liability to You or any third party for doing so. Except as expressly stated in this Agreement, You are not granted any intellectual property rights in or to the Aware 360 App by implication, estoppel or other legal theory, and all rights in and to the Aware 360 App not expressly granted in this Agreement are hereby reserved and retained by Aware 360.
6.2 ACTS OR OMISSIONS OF ESCALATION CONTACTS, OR EMS RESPONDERS. Upon registering Your Account (and at any time during the term of this Agreement), In the event that You seek assistance through the Aware 360 App, You hereby agree that your monitoring service may contact Your Escalation Contacts or an EMS Responder in connection with Your use of the Aware 360 App in order for them to attend to You. In so doing, You acknowledge that your monitoring service may provide such persons with Your personal information (including Your name, Your contact information, Your then-current whereabouts, and a description of the issue) in response to Your request. YOU ACKNOWLEDGE AND AGREE THAT AN ESCALATION CONTACT MAY OR MAY NOT HAVE ANY MEDICAL OR OTHER APPLICABLE TRAINING. AWARE 360 AND ITS AFFILIATES DO NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF ANY ESCALATION CONTACT. UNDER NO CIRCUMSTANCES SHALL AWARE 360 OR ITS AFFILIATES, PARTNERS, SUPPLIERS OR MONITOR SERVICES BE RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF ANY ESCALATION CONTACT OR EMS RESPONDER. ACCORDINGLY, YOU RELEASE AND FOREVER DISCHARGE AND INDEMNIFY AWARE 360 AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND MONITOR SERVICES FROM AND IN RESPECT OF ANY AND ALL ACTIONS, CAUSES OF ACTION, DEBTS, DAMAGES, COSTS, CLAIMS AND DEMANDS (INCLUDING FEES FOR ATTORNEYS AND OTHER ADVISORS ON A FULL INDEMNITY BASIS) WHATSOEVER, WHETHER AT LAW, IN EQUITY OR UNDER STATUTE WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHICH YOU, OR ANYONE CLAIMING THROUGH YOU, HAVE HAD, NOW HAVE, CAN, SHALL OR MAY HEREAFTER HAVE ARISING OUT OF, CONNECTED WITH, OR IN RELATION TO ANY ACTS OR OMISSIONS OF ANY ESCALATION CONTACT, OR EMS RESPONDER.
TERM AND TERMINATION.
7.1 This Agreement shall be effective from the time You download, install, copy or otherwise use the Aware 360 App until terminated. Aware 360 may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this Agreement, including the Services, upon two (2) days’ notice. You may terminate this Agreement, including the Services, upon five (5) days’ notice. Finally, Aware 360 may immediately terminate this Agreement, including the Services, upon notice if You fail to comply with any terms and conditions of this Agreement.
7.2 Upon the termination of this Agreement, You shall cease all use of the Aware 360 App and uninstall the Aware 360 App. Aware 360 may, without notice to You, disable the Aware 360 App.
7.3 Aware 360 will not be liable to You or any third party for compensation, indemnity, or damages of any sort as a result of suspending or terminating this Agreement in accordance with its terms. Any suspension or termination of this Agreement will be without prejudice to any other right or remedy Aware 360 may have, now or in the future.
DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT THE AWARE 360 APP, INCLUDING ALL CONTENT CONTAINED THEREIN, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE AWARE 360 APP AND THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION. AWARE 360, ITS AFFILIATES, LICENSORS, AND SUPPLIERS AND MONITOR PARTNERS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE AWARE 360 APP AND THE SERVICES, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE OF THE PARTIES, OR THE NATURE OR CONTEXT OF THIS AGREEMENT, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FURTHERMORE, AWARE 360, ITS AFFILIATES, LICENSORS, AND SUPPLIERS AND MONITOR PARTNERS MAKE NO WARRANTY THAT: (I) THE AWARE 360 APP OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE AWARE 360 APP OR THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR ERROR-FREE; OR (III) ANY ERRORS IN THE AWARE 360 APP OR SERVICES WILL BE CORRECTED. YOU ACKNOWLEDGE THAT NEITHER AWARE 360, NOR ITS AFFILIATES, LICENSORS, AND SUPPLIERS HAVE ANY OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE AWARE 360 APP.
LIMITATION OF LIABILITY
9.1 UNDER NO CIRCUMSTANCES SHALL AWARE 360 BE LIABLE FOR ANY EVENT(S), CONDITION(S) OR CIRCUMSTANCE(S) THAT: (I) PREVENTS, DELAYS OR RESTRICTS, IN WHOLE OR IN SUBSTANTIAL PART, THE PERFORMANCE BY AWARE 360 OF SOME OR ALL OF ITS OBLIGATIONS HEREUNDER; AND (II) ARE BEYOND THE REASONABLE CONTROL OF AWARE 360, INCLUDING, FOR EXAMPLE, ANY ACTS OR OMISSIONS OF A TELECOMMUNICATIONS CARRIER WHOSE FACILITIES ARE USED TO ESTABLISH THE NECESSARY CONNECTIONS FOR AWARE 360 TO PROVIDE THE SERVICES, OR ANY SUPPLIERS OF HOSTING, COMMUNICATION, SOFTWARE PLATFORMS OR OTHER COMPONENTS OF THE SERVICES
9.2 EXCEPT TO THE EXTENT PROHIBITED BY LAW, AND IN ADDITION TO THE RIGHTS OF AWARE 360 UNDER SECTION 6, UNDER NO CIRCUMSTANCES SHALL THE AWARE 360 PARTIES, BE LIABLE FOR ACCIDENTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DISTRIBUTION OF, THE PERFORMANCE OR NON-PERFORMANCE, OR YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE AWARE 360 APP OR THE SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AWARE 360’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT YOU PAID TO AWARE 360 FOR THE SERVICES, IF ANY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9.3 END USER CONTENT. AWRAE360 AND THE MONITORING SERVICE ARE NOT RESPONSIBLE OR LIABLE FOR THE CONTENT OR PRODUCTION OF ANY AUDIOVISUAL RECORDINGS RECORDED DURING OR AS A RESULT OF THE PROVISION OF THE SERVICES.
FURTHER INDEMNIFICATION. You shall indemnify, defend and hold harmless the AWARE 360 Parties from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including fees for attorneys and other professional advisors on a full indemnity basis) arising out of or in connection with the following: (i) Your breach of this Agreement; (ii) Your violation of law; (iii) Your negligent acts or omissions or willful misconduct; or (iv) Your violation of the rights of a third party. You will promptly notify Aware 360 in writing of any third-party claim arising out of or in connection with Your access to or use of the Aware 360 App or the Services.
11.1 Governing Law; Venue; This Agreement shall be deemed to have been made in the Province Alberta and shall accordingly be governed by and construed in accordance with the laws in the Province of Alberta, excluding its conflicts of law principles. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The courts located in the Province of Alberta shall have the non-exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement, and You hereby consent to the non-exclusive jurisdiction of such courts.
11.2 Waiver of Jury Trial. YOU AND AWARE 360 HEREBY WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.
11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable with respect to a party, the remainder of this Agreement, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
11.4 Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute waiver of any subsequent breach.
11.5 Modification or Amendment. Aware 360 may modify or amend the terms of this Agreement at any time, with or without notice to You, by posting a copy of the modified or amended Agreement available through the Aware 360 App. You will be deemed to have agreed to any such modification or amendment by Your decision to continue using the Aware 360 App following the date in which the modified or amended Agreement is made available through the Aware 360 App.
11.6 Survival. The following sections will survive termination of this Agreement: Sections 5, 6, 7, 8, 9, 10 and 11.
11.7 Third Party Beneficiaries. Except as explicitly provided in this Agreement, nothing contained in this Agreement is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person.
11.9 No Transfer by You. You may not rent, lease, lend, sublicense, assign or transfer the Aware 360 App, this Agreement or any of the rights granted hereunder. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect. These obligations survive termination of this Agreement. Aware 360 may assign this Agreement without restriction.
11.10 Acknowledgement. You acknowledge that You have been given the opportunity to obtain independent legal advice and have either obtained such advice or waived the need for such advice. You hereby voluntarily accept the terms of this Agreement.
11.10 Entire Agreement. This Agreement including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the Aware 360 App licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.
11.11 Contact Us. Our contact information is as follows:
Aware 360 Ltd
#250, 1201 Glenmore Trail SW
Calgary, AB T2V 4Y8