Effective: July 15, 2019

These LiveSafe Platform Developer Terms of Service (the “Developer Terms” or “Contract”) describe your rights and responsibilities when accessing our publicly available application programming interfaces (“APIs”), Software Development Kits (“SDKs”), any sample code including runtimes and libraries, and related documentation (“Documentation”), collectively the “Developer Tools.” By using the Developer Tools, and related materials made available to you, you agree to be bound by these Developer Terms. Please read them carefully.

Relationships and Definitions

These Developer Terms form a binding contract between you and us. “We,” “our” and “us” refer to LiveSafe, Inc. and “you,” and “your,” refer to the individual, company or legal entity that you represent. The Contract does not grant you any right to access or use our platform (the “Services”) or any of our non-public application programming interfaces, which are governed by a separate agreement with us.

Access to Our Services

Your Applications

Subject to the restrictions below, we grant you a non-exclusive, worldwide, non-transferable (subject to the section titled “Assignment”), limited license to access our Developer Tools only as necessary to develop, test and support an integration of your application (“Application” or “App”) with the Services. You may charge for your Application; however, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to any of our Developer Tools.

Usage Rules and Policies

Your license to access our Developer Tools is limited and subject to compliance with the Developer Terms and the LiveSafe Brand Resource Guidelines. Further, you will not: (A) access our Developer Tools in violation of any law or regulation; (B) access our Developer Tools in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Services, (ii) poses a security vulnerability to customers or users of the Services, or (iii) tests the vulnerability of our systems or networks; (C) access our Developer Tools in order to replicate or compete with the Services; (D) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our Developer Tools or Services; or (E) attempt to use our Developer Tools in a manner that exceeds rate limits, or constitutes excessive or abusive usage.

Transparency and Reporting

If you offer your Application for use by others outside your organization, you must maintain a user agreement and privacy policy for your Application, which is prominently identified or located where users download or access your Application. Your privacy policy must meet applicable legal standards and describe the collection, use, storage and sharing of data in clear, understandable and accurate terms. You must promptly notify us in writing via email to security@livesafemobile.com of any breaches of your user agreement or privacy policy that impact or may impact customers or users of the Services. Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our Services.

Our Right to Suspend Access and Audit

If we believe that there is a violation of the Contract that can simply be remedied by your modification or update of your Application, we will, in most cases, ask you to take direct action rather than intervene. In such instance, we may use your name, address and other contact details to contact you or provide this contact information to any third party that reasonably, in LiveSafe’s sole determination, claims that you do not possess all of the necessary intellectual property rights. In some instances, we may directly step in and take what we determine to be appropriate action if you are not responsive, or if we believe there is a credible risk of harm to us, the Services, our customers or users or any third parties. LiveSafe also reserves the right to audit your Application to ensure it does not violate our terms and policies. You agree that you will cooperate with inquiries related to such an audit and provide us with proof that your Application complies with our terms and policies or these Developer Terms.

Ownership and Proprietary Rights

Reservation of Rights

You retain your ownership rights in your Application and we own and will continue to own our Developer Tools, including all related intellectual property rights therein. All of our rights not expressly granted by the Contract are hereby retained.

Feedback is Welcome

The more suggestions our developers make, the better our Developer Tools become. If you send us any feedback or suggestions regarding the Developer Tools, there is a chance we will use it, so you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you.

Termination

You may terminate the Contract by discontinuing use of our Developer Tools. We may terminate the Contract with or without cause, and without notice to you. Upon termination of the Contract, all rights and licenses granted to you will immediately terminate. You understand that any Developer Tools that are not made generally available but that are otherwise made available to you are the confidential information of LiveSafe. Upon termination of the Contract, you will promptly destroy copies of any Documentation and any other LiveSafe information in your possession or control that was received under the Contract.

Representations; Disclaimer of Warranties

You represent and warrant that you have validly entered into the Contract and have the legal authority to do so.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE DEVELOPER TOOLS AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE DEVELOPER TOOLS OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE DEVELOPER TOOLS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE DEVELOPER TOOLS ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LIVESAFE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE DEVELOPER TOOLS. IN ALL CASES, LIVESAFE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

UNDER NO CIRCUMSTANCES WILL LIVESAFE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE DEVELOPER TOOLS OR YOUR LIVESAFE ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIVESAFE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ANY ERRORS, MISTAKES, OR INACCURACIES OF THE DEVELOPER TOOLS OR CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE DEVELOPER TOOLS; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE DEVELOPER TOOLS; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE DEVELOPER TOOLS BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE DEVELOPER TOOLS; AND/OR (VII) YOUR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF LIVESAFE IS LIMITED TO US$100. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF LIVESAFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Application of Consumer Law

Our Developer Tools are intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws (e.g., in Australia, the Competition and Consumer Act 2010 (Cth)) do apply and cannot otherwise be lawfully excluded, nothing in these Developer Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement or repair of the Developer Tools.

Your Indemnification of Us

You will defend us and our processors (and respective employees, directors, agents, affiliates and representatives) (the “LiveSafe Indemnified Parties”) harmless from and against any and all third party claims, actions, suits, proceedings, audits, investigations, inquiries, demands or other proceedings arising from or related to (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Developer Terms, including without limitation any violation of our policies; (b) your wrongful or improper use of the Developer Tools; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (d) your violation of any law, rule or regulation of the United States or any other country; or (e) any other party’s access and/or use of the Developer Tools with your unique name, password or other appropriate security code (“Claims Against Us”), and will indemnify the LiveSafe Indemnified Parties for all reasonable attorneys’ fees incurred and damages and other costs finally awarded against a LiveSafe Indemnified Party in connection with or as a result of, and for amounts paid by a LiveSafe Indemnified Party under a settlement you approve of in connection with, a Claim Against Us. We must provide you with prompt written notice of any Claim Against Us and allow you the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting your defense and settlement of such matter.

Limitations on Indemnifications

Notwithstanding anything contained in the preceding section, (a) we will always be free to choose our own counsel if we pay for the cost of such counsel; and (b) no settlement may be entered into by you, without our express written consent (such consent not to be unreasonably withheld), if: (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions, (iii) the settlement does not include a full release of liability, or (iv) the settlement includes terms other than a full release of liability and the payment of money.

General Provisions

Publicity

You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential developers and customers, subject to your standard trademark usage guidelines as provided to us from time-to-time.

Force Majeure

Neither we nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties; No Third-Party Beneficiaries

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to the Contract.

Modifications to our Developer Tools

LiveSafe is still evolving, and so we need the flexibility to occasionally make changes to our Developer Tools, including backward-incompatible changes. We will try to give notice of these changes, but we are not required to provide such notice. Also, parts of our Developer Tools are undocumented, including certain methods, events, and properties. Given that these undocumented aspects of our Developer Tools may change at any time, you should not rely on their behaviors.

Modifications to the Contract

As our business evolves, we may change these Developer Terms and the other components of the Contract. If we make a material change to the Contract, we will provide you with reasonable notice prior to the change taking effect by emailing the email address associated with your account. You can review the most current version of the Developer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If you access our Developer Tools after the effective date, that access will constitute your acceptance of any revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

Assignment

Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld) and any attempted assignment will be null and void. Notwithstanding the foregoing, either party may assign the Contract in its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Governing Law and Jurisdiction

All disputes, claims or controversies arising out of this Contract, or the negotiation, validity or performance of this Contract, or the transactions contemplated hereby shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Virginia without regard to its conflicts of law rules. Each of the Parties hereto hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the Courts of the Commonwealth of Virginia, County of Arlington and of the United States of America with jurisdiction over Arlington County, Virginia for any litigation among the Parties hereto arising out of or relating to this Contract, or the negotiation, validity or performance of this Contract, waives any objection to the laying of venue of any such litigation in Arlington County, Virginia and agrees not to plead or claim in any Virginia Court that such litigation brought therein has been brought in any inconvenient forum or that there are indispensable Parties to such litigation that are not subject to the jurisdiction of the Virginia Courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Contract. In any action or proceeding to enforce rights under the Contract, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.

Entire Agreement

The Contract constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

Survival

The sections titled “Our Rights to Suspend Access and Audit,” “Ownership and Proprietary Rights,” “Termination,” “Representations; Disclaimer of Warranties,” “Limitation of Liability,” “Your Indemnification of Us,” “Limitations on Indemnifications,” and “Survival,” as well as all of the provisions under the general heading “General Provisions,” will survive any termination or expiration of the Contract.