TERMS OF SERVICE
Thank you for using the SirenGPS Service. You must read and accept the following terms and conditions that apply to SirenGPS Service(s) via web or mobile application. By accessing, using or downloading the Service, you agree to the following terms and conditions (the “Terms”). If You do not agree with the Terms, you agree not to use the Service. You understand and agree that SirenGPS, Inc. (“SirenGPS”) works with first responders, schools, hospitals, distributors and other entities. In addition, SirenGPS works through a mobile application that may be downloaded from third party services such as Apple or Google, through their online “stores”. This is an agreement between you, SirenGPS, and all of these individuals, businesses, or other entities involved in the SirenGPS service (collectively the “Parties”) Whether any of the Parties have a relationship with SirenGPS at the time you agree to these Terms, or at some later time, all of these are third-party beneficiaries of these Terms, and will have the right to enforce these Terms in the capacity as third-party beneficiaries.
1. Usage Rights
SirenGPS products and interface, consisting of a web based interface, server system(s) database(s), smart phone applications and related services, form an Internet-based communication service. Your participation in the Service is voluntary and may or may not be facilitated through agreements between a subscriber entity with which you may or may not be affiliated (which Siren refers to as a “Community”). As part of the Service, SirenGPS maintains a site on the World Wide Web (the "Web Site"), provides enterprise clients with web based communication and management tools, and provides end users with mobile device software. Throughout the term of this Agreement, the SirenGPS service, whether mobile, browser based, or otherwise, including any ancillary applications, will be referred to as the "Service". SirenGPS grants to you a limited, non-exclusive right to use the Service, subject to all of the terms and conditions of these Terms, and any additional terms set forth in related agreements.
2. Limitations
The Service may only be used by individuals aged 13 years or older. In the event you are older than 13, but are not legally considered an adult, you are requested to have your parent or legal guardian review these Terms with you to make sure you understand your agreements under the Terms. The Service and all graphics, services, logos, sounds, images, software, and intellectual property therein (together the “Materials”) are owned and provided by SirenGPS or its affiliates, authors, developers and vendors. All copyrights and patents associated with the Materials are owned solely by SirenGPS, and may not be copied, reproduced, distributed, republished, transmitted, downloaded, photocopied, recorded or otherwise transferred or duplicated without the express permission of SirenGPS. Using the Service does not give you the right to use any of SirenGPS’ trade names, trademarks, service marks, logos or other brand features except in association with your personal use of the Service in accordance with these Terms. You understand and agree that SirenGPS will be solely responsible for investigating, defending, settling, and/or discharging any potential third-party claim that the Service infringes on the intellectual property rights of another.
3. Agreements
These Terms, and the terms and conditions in any related agreement, comprise the entire agreement between any participating Community, SirenGPS and you, regarding the Service. If you are authorized to act on behalf of a corporation, group, association or other entity, your agreement shall be binding on that entity. Whether as an individual, or acting on behalf of third parties, these Terms shall refer to you and any entity, individuals or group you represent as “you.” SirenGPS may revise these Terms at any time, and such revision shall be effective vis-à-vis any non-Community entity (having entered into a separate services agreement with Siren) upon posting or other transmission of the revised Agreement. Public posting shall be effective communication to a user. Users agree to review the Agreement periodically to become aware of such revisions. If any such revision is unacceptable, a user may terminate its membership as provided in Section 10. The continued use of the Service after posting of a revised Agreement will mean acceptance of all such revisions.
4. Account Information
(a) Account, User ID: When you register for the Service, you will become a Member of the Service and an account will be created for you (your "Account"). The term "Member" herein refers to any person or entity, including you, that has registered for the Service, has entered into an agreement with a Community and/or SirenGPS and is authorized by a Community and/or SirenGPS to use the Service.
(b) Passwords: Upon your registration for the Service, you will be issued or will create a password. You are responsible for maintaining the confidentiality of your password and you are responsible for any harm resulting from (i) disclosing your password; (ii) allowing another person to disclose your password, (iii) use by any person of your password to gain access to your Account and User ID, and (iv) failure to employ reasonable caution in the development of a password. At no time should you respond to an online request for a password. SirenGPS and/or its employees will never ask for your password online. You acknowledge that although the Service may offer a feature that allows you to "remember" your password and thereby bypass the password protection, this feature makes it possible for third parties to access your Account and User ID. Use of any password bypass feature will be at your own risk and is strongly discouraged.
(c) Former Members: Members whose Accounts have been terminated may not access the Service in any manner or for any reason without the express written permission of a current Community and/or SirenGPS. Active Members may not knowingly allow former Members whose Accounts have been terminated to use the active Members' Accounts or User IDs.
(d) Related Accounts: If an Account is terminated by SirenGPS, SirenGPS shall have the right to terminate any other Account that shares the Member name, phone number, email address, Internet Protocol address or credit card number with the terminated Account.
5. Rights and Responsibilities
(a) Content: You acknowledge that: (i) the Service may contain news, text, graphics, sound effects, music, animation-style video and text (collectively, "Content"), and (ii) Content may be provided under license by independent content providers, including text contributions from other Members or from a Community. These independent content providers, including other Members, are referred to in this Agreement as "Content Providers."
(b) Communities and SirenGPS are not liable for Content, or for the failure to remove Content. You, and any user of your Account or User ID, must evaluate, and bear the risk associated with, the accuracy, completeness or usefulness of any Content. SirenGPS does not pre-screen Content as a matter of policy and retains the right, but not the responsibility, to remove Content at any time which it deems to be harmful, offensive, legally impermissible or otherwise in violation of this Agreement.
(c) Rights: You acknowledge and agree that all data, information and messages created, and acquired and developed as a result of using the Service, and the Application, are part of the Service and are the sole property of SirenGPS and/or Community. You acknowledge that: (i) the Service permits access to Content that is protected by copyrights, trademarks, and other proprietary rights owned by SirenGPS or Content Providers (collectively, "Rights"), and (ii) these Rights are valid and protected in all media existing now or later developed, and (iii) except as is explicitly provided otherwise, your use of Content shall be governed by the copyright laws of the United States and other applicable laws. You agree that you may upload or otherwise transmit on or through the Service only Content that is not subject to any Rights, or Content in which any holder of Rights has given express authorization for distribution on the Service. You bear any risk associated with transmission of protected material and agree to indemnify SirenGPS and any affected Community, on their first demand, for loss arising from your actions. By submitting Content to any area on the Service, you automatically grant (or you warrant that the owner of such Content has expressly granted) to SirenGPS and/or Community the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term including any renewal term of any Rights that may exist in such Content.
(d) Software License: Any software provided to you in connection with the Service has been designed by SirenGPS for use only on the Service. The software is licensed to you for use on the Service only. SirenGPS does not grant you a license to use the software for any other purpose. You agree to use the software only on the Service and not through any other means. You further agree not to create or provide any other means through which the Service or software may be used by others - for example, through server emulators. You may not reverse engineer, decompile or disassemble the software, including any proprietary communications protocol used by the software. You acknowledge that you do not have the right to create, publish, distribute, create derivative works from or use any software programs, utilities, applications, emulators or tools derived from or created for SirenGPS unless specifically authorized in writing by SirenGPS.
(e) Conduct and Communication: You, and anyone you authorize to use your Account and User ID on the Service, agree to follow the Rules of Conduct published by SirenGPS and/or Community. The Rules of Conduct may be found on the Web Site. The Rules of Conduct may change at SirenGPS’ and/or a Community’s discretion, at any time. SirenGPS and/or Community reserves the right to terminate your membership if it determines at their sole discretion that you have engaged in any impermissible conduct whether or not such conduct violates the Rules of Conduct. You acknowledge, however, that SirenGPS does not pre-screen Content or communication over the Service.
(f) While SirenGPS may choose to monitor and take action upon inappropriate use, chat or links to the Service, it is possible that at any time there may be language or other material accessible on or through the Service that may be inappropriate for children or offensive to some users of any age. While SirenGPS has established Rules of Conduct for users accessing the Service, SirenGPS cannot ensure that other users will not provide Content or access to Content that parents or guardians may find inappropriate or that any user may find objectionable. SirenGPS does not pre-screen the content of the materials or communications transmitted by each Community or user.
6. Your Privacy, HIPPA and Related Matters
(a) SirenGPS has designed the Service to provide reasonable assurances of privacy for its users. SirenGPS will endeavor to protect personal, private information and limit distribution of such information according to your directions as expressed through use of the mobile application and/or web based tools. However, no action on our part can or should excuse You from responsibility for protecting your personal information and privacy. When you join a Community you agree to share your location and personal profile with that Community. Do not join Communities that you do not trust.
(b) Section 6(a) notwithstanding, you understand that when you join a Community that you have no expectation of privacy regarding the communications you make on the Service, information uploaded to the Service from your phone, including location information, and that all communications and other information that may populate to the Service made by or received from you may be monitored by SirenGPS, a Community, or law enforcement. You hereby consent to the extraction of hardware system profile data and any data related to operation of the Service from any device that logs on to the Service using your Account.
(c) Your use of the Service constitutes your actual and express consent to share information entered into the personal profile fields that may be subject to restrictions under the Healthcare Insurance Portability and Accountability Act (HIPAA) and other regulations or restrictions on sharing or protecting personal information, medical information or information of any other nature. Your use of the Service constitutes your express agreement to share any information generated by the Service from your mobile device or in your personal profile with SirenGPS, Communities, law enforcement agencies, first responders and medical professionals appropriately involved in providing You with assistance or otherwise having a legitimate interest in your welfare. You agree that SirenGPS shall have no liability for any breach of an obligation to protect your information. Any recourse related to any inappropriate action that compromises personal information shall be limited to the individuals or entities directly responsible.
(d) Any Community, Community affiliate, employee, administrator or user who receives personal information from a SirenGPS user through the Service agrees to comply with all applicable regulations. End Users’ have consented to share personal information with first responders, law enforcement and related individuals and entities for legitimate purposes only. Receiving parties agree that such information shall only be used for legitimate purposes, e.g. those that are reasonably necessary to give effect to the goals of the Service, and to be solely responsible in the event that they engage in any inappropriate conduct.
(e) You agree and understand that it is your responsibility to become familiar with the location and communications tools on your device and the settings that allow you to share your location, information and communication using the SirenGPS service. You agree to share your location, where prudent, necessary and appropriate with the SirenGPS service and with Communities that you join for emergency communication.
(f) SirenGPS is a service that distributes information within and among first responder agencies, first responders, and other stakeholders with an interest in the safety and security of individuals who participate in the service. While the system distributes information and events to mobile devices, all information and the distribution of information and all communication transactions that occur over the service are captured by the service in logs and reports that are not resident on any individual devices. In the event of any record request for information related to any SirenGPS communications or event distribution, with or without a court order, subpoena or equivalent legal process for obtaining records, you agree that the reports and logs generated in the normal course of business from the SirenGPS web service shall be a complete and comprehensive response to any such request for records, information or evidence of any sort related to the use of the service. In no event will any request for information, records or evidence of any sort related to the service be made by you for information that resides on any user’s mobile device, whether such device is owned by that individual, or not.
7. Disclaimer of Warranty – Most Favorable Law on Liability
PLEASE READ CAREFULLY. THIS SECTION LIMITS SIRENGPS AND/OR COMMUNITY RESPONSIBILITY TO YOU FOR THE SERVICE, INCLUDING RELATED SOFTWARE. WHILE WE ENDEAVOR TO PROVIDE AN EFFECTIVE SERVICE THAT ASSISTS IN FACILITATING EFFICIENT COMMUNICATION IN THE EVENT OF AN EMERGENCY SITUATION AND MAINTAIN BACKEND SYSTEM UPTIME AT A HIGH LEVEL, WE NEVERTHELESS MAKE NO REPRESENTATION OR WARRANTY TO YOU REGARDING THE SERVICE, ITS IMPLEMENTATION BY A COMMUNITY OR THE RESULTS OF THE SERVICE WHEN CIRCUMSTANCES TRIGGER ITS ACTIVATION, INCLUDING RESPONSE TIMES AND ACTIONS OF THOSE THAT ARE CONNECTED TO THE SERVICE AT ANY GIVEN TIME.
(a) Individual and Entity Users: TO THE MAXIMUM EXTENT ALLOWED BY LAW, SIRENGPS, ITS LICENSORS AND SUBCONTRACTORS, PARTICIPATING COMMUNITIES, ETC., DO NOT WARRANT ANY PERFORMANCE OF THE SERVICE, CONNECTION TO, TRANSMISSION OVER, OR RESULTS OR USE OF, ANY COMMUNITY CONNECTION OR FACILITIES PROVIDED (OR FAILED TO BE PROVIDED) THROUGH THE SERVICE. YOU ARE RESPONSIBLE FOR ASSESSING YOUR DEVICE AND TRANSMISSION COMMUNITY NEEDS, AND THE RESULTS TO BE OBTAINED THEREFROM. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS, AS AVAILABLE WITH ALL FAULTS” BASIS, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. SIRENGPS, ITS EMPLOYEES, SHAREHOLDERS, OR ANY RELATED INDIVIDUAL OR ENTITY, SUBSIDIARIES AND AFFILIATES, AS WELL AS ANY COMMUNITY UTILIZING OR DISTRIBUTING SIRENGPS SERVICES, THEIR EMPLOYEES, SUBSIDIARIES, AFFILIATES, ETC. (“DISCLAIMING PARTIES”) DISCLAIM ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, REGARDING THE SERVICE. DISCLAIMING PARTIES ASSUME NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, INJURY, EMOTIONAL DISTRESS, OR DEATH FROM DELAYS, NON-DELIVERIES, ERRORS, SYSTEM DOWN TIME, MIS-DELIVERIES OR SERVICE, INTERRUPTIONS CAUSED BY THE DISCLAIMING PARTIES, LICENSORS AND SUBCONTRACTORS, OR BY YOUR OR ANY OTHER MEMBER'S OWN ERRORS AND/OR OMISSIONS. THE DISCLAIMING PARTIES MAKE NO WARRANTY WITH RESPECT TO ANY RELATED SOFTWARE OR HARDWARE USED OR PROVIDED BY SIRENGPS OR ANY COMMUNITIES IN CONNECTION WITH THE SERVICE. YOU AGREE THAT SIRENGPS AND ANY COMMUNITY OPERATING ON THE SYSTEM SHALL HAVE THE FULL PROTECTION AFFORDED BY THE MOST FAVORABLE APPLICABLE LAW. MOST FAVORABLE SHALL BE UNDERSTOOD TO MEAN THAT LAW WHICH MOST EFFECTIVELY LIMITS LIABILITY FOR SIRENGPS AND ANY PROVIDER OF EMERGENCY COMMUNICATION OF ANY SORT, WHETHER OR NOT SUCH PROTECTION CONTEMPLATED OUR SERVICE, ANY LEGISLATIVE GUIDANCE OR COURT DECISIONS NOTWITHSTANDING.
(b) Community Users: ALL COMMUNITY USER’S, ADMINS AND ANY AND ALL AFFILIATES AND RELATED ENTITIES UNDERSTAND AND ACCEPT THE DISCLAIMERS OF LIABILITY, WARRANTY, FITNESS, USE, ETC. SET FORTH IN SECTION 7(A) ABOVE. IN ADDITION, ALL COMMUNITIES AND THEIR EMPLOYEES, ASSIGNS, AFFILIATES, ETC., AGREE THAT: BY USING THE SERVICE, THEY ASSUME FULL LIABILITY FOR ITS ACTIONS, COMMUNICATIONS, CREDENTIALING, REPRESENTATIONS AND ANY OTHER ACTION OR INACTION RELATED TO THE USE OF THE SERVICE. ANY COMMUNITY, WHETHER PAYING FOR SERVICES OR RECEIVING ALL OR A PORTION OF SERVICES FREE OF CHARGE, SHALL AGREE TO ACCEPT, ABIDE BY, AND ENDEAVOR TO GIVE EFFECT TO THESE TERMS.
8. Limitation of Liability
PLEASE READ CAREFULLY. THIS SECTION LIMITS SIRENGPS AND ITS COMMUNITIES’ LIABILITY TO YOU FOR ANY DAMAGE SUFFERED BY YOU. YOU ACKNOWLEDGE AND AGREE THAT DISCLAIMING PARTIES SHALL NOT ASSUME OR HAVE ANY LIABILITY FOR ANY ACTION OR INACTION BY THE DISCLAIMING PARTIES, OR ITS CONTENT PROVIDERS, OTHER MEMBERS OR OTHER LICENSORS WITH RESPECT TO CONDUCT, COMMUNICATION OR CONTENT ON THE SERVICE. THE DISCLAIMING PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE SERVICE. DISCLAIMING PARTIES' ENTIRE LIABILITY TO YOU AND YOUR EXCLUSIVE REMEDY FOR ANY BREACH OF ANY IMPLIED OR EXPRESS WARRANTY, OR FOR BREACH OF THESE TERMS IS LIMITED SOLELY TO THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICE. BECAUSE SOME STATES OR COUNTRIES MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, IN SUCH STATES OR COUNTRIES DISCLAIMING PARTIES' LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.
9. Indemnification
PLEASE READ CAREFULLY. DISCLAIMING PARTIES MAY HOLD YOU RESPONSIBLE FOR DAMAGE YOU CAUSE TO OTHERS BY USING THE SERVICE IN VIOLATION OF THESE TERMS. INDIVIDUAL COMMUNITY USERS, ENTITIES AND ADMINISTRATORS COLLECTIVELY AND ON THEIR OWN BEHALF AGREE TO DEFEND AND INDEMNIFY SIRENGPS FOR ANY LIABILITY THAT MAY ARISE FROM THEIR USE OF THE SYSTEM. At SirenGPS’ or a Community’s request, you agree to defend, indemnify and hold harmless The Disclaiming Parties from all liabilities, claims and expenses, including attorneys' fees and court costs, arising from any breach of this Agreement by you. The Disclaiming Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and in such event, you shall provide all reasonable cooperation to ensure the smooth transition of the matter and ongoing support of the action. At your request, SirenGPS agrees to defend, indemnify and hold you harmless from all liabilities, claims and expenses, including attorneys' fees and court costs, arising from any breach of this Agreement by SirenGPS, subject to the limits of liability set forth above.
10. Termination
PLEASE READ CAREFULLY. THIS SECTION EXPLAINS WHAT HAPPENS IF YOUR ACCOUNT IS TERMINATED. Either you, SirenGPS, or a Community may terminate your Account at any time without further obligation. Community termination rights may be limited to participation in that Community. Further, SirenGPS and all Communities reserve the right to terminate the Service, or any part or function of the Service, at any time without further obligation to you. If Service or your Account is terminated or canceled at any time for any reason, you agree to the following: (1) you will not be entitled to any refund or proration of any fees or unused access time; (2) you will not have access to any information developed or accumulated and you will not have the right to transfer, sell or assign any information or software to anyone else; (3) you may not access the Service in any manner or for any reason, including via any other account. In the event that an Account is terminated, SirenGPS or a Community may terminate any and all other accounts that share the member name, phone number, email address, internet protocol address or credit card number with the terminated account.
11. Non-Disparagement
The Parties agree not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of the other Party, its employees, directors, and officers. The Parties acknowledge and agree that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, the news media, investors, potential investors, any board of directors or advisory board or directors, industry analysts, competitors, strategic partners, vendors, employees (past and present), and clients. The Parties understand and agree that this Paragraph is a material provision of these Terms and that any breach of this Paragraph shall be a material breach of these Terms, and that each Party would be irreparably harmed by violation of this provision.
12. General Provisions
(a) You may not use, copy, modify, sublicense, rent, sell, assign or transfer the rights or obligations granted to you hereunder, except as expressly provided in these Terms. Any assignment in violation of these Terms is void.
(b) If any provision of these Terms are held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of: (i) such provision under other circumstances, or (ii) the remaining provisions hereof under all circumstances.
(c) SirenGPS’ or a Community’s failure to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of any party to enforce each and every such provision thereafter.
The express waiver by SirenGPS or Community of any provision, condition or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
(d) Waiver by a Community shall not be construed as waiver by SirenGPS, and vice versa, without expression in writing.
(e) This agreement, your use of the Service, the use of SirenGPS Services by a Community, deployment by SirenGPS, or any other conceivable action or inaction on the part of SirenGPS, a Community, or any of the individuals associated with any of these entities shall constitute an assumption of any obligation or a waiver of any rights or protections by those entities or individuals whether related or unrelated to the Service.
Notwithstanding anything else in these Terms, no default, delay or failure to perform on the part of SirenGPS or a Community shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of SirenGPS or a Community.
13. Choice of Law
With the exception of the “Most Favorable” choice of law provision set forth in Item 7 above with respect to the limitation of liability, these Terms are governed by and construed under Missouri law as such law applies to agreements between Missouri residents entered into and to be performed entirely within Missouri. Venue for any dispute under these Terms involving SirenGPS is appropriate only in St Louis County, Missouri. All notices given by you or required under these Terms shall be in writing and addressed to SirenGPS at 9216 Clayton Road, Suite 24, St. Louis, MO 63124, or faxed to (800) 570-3807, Attn.: SirenGPS Account Administration, or emailed to info@sirengps.com.
In order to set up your Account, you will be required to accept all of the above terms and conditions. If you do not accept this Agreement, follow the instructions for opting out.