THESE TERMS AND CONDITIONS OF USE (THE “TERMS AND CONDITIONS”) APPLY TO AND GOVERN YOUR ACCESS TO AND USE OF THIS ICS4SCHOOLS, LLC’s (“ICS4S”) PROPRIETARY EMERGENCY RESPONSE MOBILE APPLICATION (THE “App/web site”) and ICS4Schools web site. PLEASE SCROLL DOWN TO READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE CLICKING THE "I ACCEPT" BUTTON. BY CLICKING THE "I ACCEPT" BUTTON, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THIS APP/web site AND THE TERMS AND CONDITIONS WILL BE BINDING ON YOU. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THIS APP/web site.

Authorized Users

You have been granted access to this App/web site as a result of your being a member of the emergency response team of an entity (“Licensee”) who has entered into a licensing agreement with ICS4S (the “License Agreement”) to permit you access and use of the App/web site in connection with emergency response efforts at a specified approved location or event (the “Approved Location/Event”). You are authorized to use this App/web site in accordance with these Terms and Conditions only during such time as you are member of the emergency response team for the Approved Location/Event and are physically present at the Approved Location/Event.

Miscellaneous Legal Terms

The exclusive jurisdiction and venue for any claims arising out of or related to these Terms and Conditions or your use of the App/web site will lie in the State and Federal courts located in San Jose, California, and you irrevocably agree to submit to the jurisdiction of such courts. The failure of ICS4S to enforce any right or provision in these Terms and Conditions will not constitute a waiver of such right or provision unless acknowledged and agreed to by ICS4S in writing. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction, provided, however, if such invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law, such provision will be deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law.

Terms & Conditions

License and Access to App/Web site

ICS4S grants you a limited, non-transferrable, non-sublicensable, revocable, non-exclusive license to access and make use of this App/web site in accordance with these Terms and Conditions on mobile devices approved by ICS4S (the “Approved Mobile Devices”) in connection with such Approved Location/Event’s emergency response systems. Notwithstanding any provision of these Terms and Conditions to the contrary, ICS4S will have the right, in its sole discretion, to determine the content, appearance, design, functionality and all other aspects of the App/web site. ICS4S reserves the right to redesign, modify, change, alter, suspend or discontinue, temporarily or permanently, the content, appearance, design, functionality, and other aspects of the App/web site and/or any element, aspect, portion or feature thereof, from time to time at any time without notice. ICS4S will not be liable to you or to any third party for any modification, suspension, or discontinuance of the App/web site.

Restrictions

You must comply with all applicable laws and all provisions of these Terms and Conditions when using the App/web site. Except as may be expressly permitted by applicable law or authorized by ICS4S in writing, you will not, and will not permit anyone else to:

store, copy, modify, distribute, or resell any of the information or other materials on the App/web site or compile or collect any materials from the App/web site as part of a database or other work;
sell, rent, lease, license or sublicense the App/web site or in any way act as an application service provider or enter into any agreement whereby you agree to let any non-authorized users or third parties have access to or utilize the App/web site in any way;
use, display, mirror or frame the content of the App/web site, or any individual element within the App/web site, ICS4S's name, any ICS4S trademark, logo or other proprietary information, or the layout and design of the App/web site;
transfer or assign your rights under these Terms and Conditions to use the App/web site;
write or develop any derivative software or any other software program based upon the App/web site;
modify, de-compile, disassemble, reverse assemble, or reverse engineer the App/web site, in whole or in part;
build a product using similar ideas, features, functions or graphics of the App/web site or copy any ideas, features, functions or graphics of the App/web site;
allow the use of the App/web site on any device other than an Approved Mobile Device;
use the App/web site or information and materials found on the App/web site for any purpose other than as permitted by these Terms and Conditions;
Attempt to probe, scan, or test the vulnerability of any ICS4S system or network or breach any security or authentication measures;
avoid, bypass, remove, deactivate, impair, descramble or circumvent any technological measure implemented to protect the App/web site and its content or interfere or attempt to interfere with the proper working of the App/web site or conduct any activities on the App/web site intended to circumvent, bypass or disable any digital rights management, usage rules, or other security features of the App/web site or bypass any measures to prevent or restrict access to the App/web site;
use the App/web site in a manner that threatens the integrity, performance, or availability of the App/web site;
attempt to obtain any password, account, or private information from any other user; or
violate any laws in your jurisdiction.

ICS4S reserves the right to (i) investigate and take legal action against anyone who, in ICS4S’s sole discretion, violates these Terms and Conditions, and (ii) terminate your access to the App/web site. Violations of these Terms and Conditions may result in civil or criminal liability. ICS4S reserves the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.

Ownership of IP

ICS4S alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the ICS4S Technology, the content of the App/web site and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the App/web site. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the ICS4S Technology or the Intellectual Property Rights owned by ICS4S.

“ICS4S Technology" means ICS4S’s proprietary technology (including, but not limited to, the software and functionality found in the App/web site processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by ICS4S in providing use and access to the App/web site.

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

Your Account

If you use the App/web site, you are responsible for maintaining the confidentiality of (i) all information provided to you by the App/web site; and (ii) your account and password. You are also responsible for restricting access to your Approved Mobile Device, and you agree to accept responsibility for all activities that occur under your account or password. ICS4S reserves the right to terminate your use of the App/web site in its sole discretion, with no liability to you, in the event of a breach of these Terms and Conditions or upon any termination of the License Agreement by and between Licensee and ICS4S.

DISCLAIMER OF WARRANTIES

YOUR USE OF THE APP/web site IS AT YOUR SOLE RISK. ACCESS TO THE APP/web site IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ICS4S EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ICS4S DOES NOT WARRANT THAT ANY PART OF THE APP/web site WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE APP/web site OR THE NETWORK THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

LIMITATION OF LIABILITY

THE APP/web site RELIES ON THE SUCCESSFUL TRANSFER OF ACCURATE INCIDENT REPORT DATA AND OTHER INFORMATION BY AND BETWEEN EMERGENCY OR SECURITY PERSONNEL VIA INTERNET ACCESS, WIFI OR CELLULAR SERVICE NETWORKS AT EACH APPORVED LOCATION/EVENT. ICS4S MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AND ICS4S SHALL HAVE NO LIABILITY FOR THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, THE USEFULNESS OF THE APP/web site OR THE COMPLETENESS OF THE INFORMATION SUPPLIED BY THE ICS4S MOBILE APP/web site. YOUR RELIANCE ON THE APP/web site AND THE INFORMATION AVAILABLE ON THE APP/web site IS AT YOUR OWN RISK. ICS4S HAS NO DUTY TO UPDATE OR MODIFY THE APP/web site AND ICS4S IS NOT LIABLE FOR ITS FAILURE TO DO SO. ICS4S DOES NOT REPRESENT OR WARRANT AND SHALL HAVE NO LIABILITY FOR (A) THE ICS4S MOBILE APP/web site BEING SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, CELLULAR COMMUNICATIONS AND ELECTRONIC COMMUNICATIONS, INCLUDING, WITHOUT LIMITATION, THE ICS4S MOBILE APP/web site NOT OPERATING PROPERLY IN THE EVENT OF ANY DISRUPTION OR OVER BURDEN ON INTERNET OR CELL PHONE SERVICE AT ANY APPROVED LOCATION/EVENT; OR (C) ANY DISRUPTIONS OR FAILURES DUE TO ANY VIRUSES OR OTHER HARMFUL COMPONENTS ON ANY MOBILE DEVICES UTILIZING THE ICS4S MOBILE APP/web site.

TO THE FURTHEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUAITABLE THEORY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT PRODUCT LIABILITY, OR UNDER ANY STATUTE OR ON ANY OTHER BASIS) SHALL ICS4S OR ANY OF ITS EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, AGENTS OR AFFILIATES BE LIABLE FOR ANY DAMAGES INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL, EXEMPLARY AND/OR INCIDENTAL DAMAGES, LOST ANTICIPATED PROFITS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, THAT RESULT FROM YOUR USE OF THE APP/web site OR ANY INFORMATION PROVIDED BY THE APP/web site, EVEN IF ICS4S OR AN AUTHORIZED REPRESENTATIVE OF ICS4S HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THESE TERMS AND CONDITIONS, IN THE EVENT THE TERMS OF THIS SECTION, OR ANY PART OF THIS SECTION, SHALL BE HELD INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO YOU, OR ANYONE CLAIMING BY OR THROUGH YOU, FOR ANY DAMAGES, LOSSES, CLAIMS AND/OR CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE EXCEED ONE HUNDRED DOLLARS ($100). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Authorized Users

Indemnification

You shall indemnify, defend and hold harmless ICS4S and its sponsors, business affiliates, subsidiaries, affiliates, officers, managers, members, employees, attorneys, agents and successors and assigns, from and against any and all losses, liabilities, damages, claims, suits, actions, expenses, (including without limitation attorneys’ fees) and costs brought by you or any third party resulting from your use of the App/web site.

Copyright and Trademark Information

All content included or available on this App/web site, including interface design, text, graphics, interfaces, and the selection and arrangements thereof is © 2016 ICS4Schools, LLC with all rights reserved, or is the property of ICS4S and/or third parties protected by Intellectual Property Rights.

Changes to Terms and Conditions

These Terms and Conditions may only be changed by ICS4S in its discretion. If the modification, amendment or alteration constitutes a material change to these Terms and Conditions, ICS4S will request that you again click through to provide your acceptance of the new terms. What constitutes a “material change” will be determined in ICS4S’s sole discretion, in good faith and using common sense and reasonable judgment.

Electronic Communications

When you open the App/web site or send e-mails to ICS4S, you are communicating with ICS4S electronically. You consent to receive communications from ICS4S electronically. ICS4S will communicate with you by e-mail or by posting notices on the App/web site. You agree that all agreements, notices, disclosures and other communications that ICS4S provides to you electronically satisfy any legal requirement that such communications be in writing.

Applicable Law

You agree that the laws of the state of California, without regard to principles of conflict of laws, will govern these Terms and Conditions and any dispute of any sort that might arise between you and ICS4S or its affiliates.

Severability

If any provision of these Terms and Conditions shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision(s) shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect.