PROTOS SELECT TERMS AND CONDITIONS OF USE

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) CAREFULLY BEFORE USING THE PROTOS SELECT SOFTWARE APPLICATION (HEREINAFTER, THE “PLATFORM”) OFFERED BY SINGLE SOURCE SECURITY, LLC D/B/A PROTOS SECURITY AND ITS AFFILIATES UNDER COMMON OWNERSHIP OR CONTROL (COLLECTIVELY, “PROTOS”). DO NOT ACCESS OR OTHERWISE USE THE PLATFORM IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. ACCESSING OR OTHERWISE USING ANY PART OF THE PLATFORM INDICATES ACCEPTANCE AND AGREEMENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IMPORTANT: PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW YOU CAN BRING CLAIMS BETWEEN YOU AND PROTOS, INCLUDING THE ARBITRATION AGREEMENT SET FORTH HEREIN. THIS AGREEMENT OUTLINES HOW SUCH CLAIMS ARE RESOLVED. PLEASE REVIEW THE ARBITRATION AGREEMENT CAREFULLY, AS IT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH PROTOS ON AN INDIVIDUAL BASIS AND, WITH LIMITED EXCEPTIONS, THROUGH FINAL AND BINDING ARBITRATION. YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. BY USING THE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

The Platform is provided by Protos solely for use by its employees, subcontractors, and other individuals authorized by Protos, including by security guards and off duty and retired law enforcement officers (security guards and off duty and retired law enforcement offers are collectively referred to herein as “Security Personnel Users”) to schedule security services, enter geofenced mobile time punches, and engage in any other uses approved by Protos (collectively hereinafter “Approved Uses”). Protos may utilize any information you enter over the Platform in connection with the security related services Protos provides to its customers (the “Protos Services”). You acknowledge and agree that you are not entitled to any compensation in connection with the Protos Services unless expressly set forth in a separate agreement.

Modifications to the Agreement. From time to time, Protos may, without advance notice: (a) supplement or amend this Agreement and other rules or access and use procedures, documentation, security procedures and standards for equipment related to the Platform, or (b) modify or withdraw any part of the Platform. All changes to the Agreement will be posted on Protos’ website, emailed to you, or otherwise made available within the Platform and are effective as of the date they are first posted or transmitted to you. Your use of the Platform after a modification to this Agreement constitutes your acceptance of the modification.

Scope. This Agreement applies solely to your use of and access to the Platform. This Agreement in no way replaces or modifies in any way any other agreement that you may have with Protos or its subcontractors except to the extent such Agreement conflicts with this Agreement, in which case this Agreement shall control.

Your Use of the Platform. You agree to comply with all applicable laws, rules and regulations applicable to your access and use of the Platform. To use most aspects of the Platform, you are required to register and maintain a user account (hereinafter “User Account”). You must be of the age of legal majority in your jurisdiction to obtain a User Account. User Account registration requires you to submit to Protos personal information. You agree to maintain accurate, complete, and up-to-date information in your User Account. Failure to do so may result in your inability to access and use the Platform. You are responsible for all activity that occurs under your User Account.

When you create a User Account, you expressly give Protos your consent to receive communications from Protos via any electronic medium, including phone, text messaging, and e-mail, provided that Protos contacts you via a phone number or e-mail address provided by you.

You are responsible for obtaining the data network access necessary to use the Platform. Your mobile network’s data and messaging rates and fees may apply if you access or use the Platform from a mobile device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Platform and any updates thereto.

Protos does not guarantee that the Platform, or any portion thereof, will function on any particular hardware or devices. In addition, the Platform may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Protos is not responsible for any delays, delivery failures, damage, loss or injury resulting from such problems.

Responsibility of User. As a user of the Platform, you are solely responsible for protecting your User Account. You agree to accept responsibility for all activities that occur under your User Account. You agree to immediately notify Protos of any unauthorized use of your account or password or any other breach of security, and to accept all risks of unauthorized access to any content or other information you provide through the Platform. 

License. Subject to this Agreement, Protos grants you a limited, non-exclusive, revocable and non-transferable license to access and use the Platform for the Approved Uses, in accordance with this Agreement. Such does not include any right to (a) sell, resell, or use commercially the Platform, (b) distribute, publicly perform, or publicly display any content, (c) modify or otherwise make any derivative uses of the Platform, or any portion thereof, (d) use any data mining, robots, or similar data gathering or extraction methods, (e) download (other than page caching) any portion of the Platform, except as expressly permitted by us, and (f) use the Platform other than for its intended purposes. This license is subject to your compliance with this Agreement and may be revoked at any time in Protos’ absolute discretion.

Reservation of Rights. You acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto, other than to use the Platform in accordance with the license granted, and subject to this Agreement. Protos reserves and shall retain its entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted in this Agreement.

Proprietary Rights. You acknowledge and agree that the Platform and the related documentation contain proprietary and Confidential Information (defined below), including, but not limited to, text, graphics, logos, icons, images, and the arrangement and compilation of such content, which is protected by applicable intellectual property laws and other laws. Except as expressly permitted by Protos, you agree not to copy, modify, rent, lease, loan, sell, distribute, repost, publicly display, use for any commercial purposes, or create derivative works based on the Platform or documentation, in whole or in part, without the prior express written permission of Protos. You agree and acknowledge that the Platform, including all associated proprietary information and rights, includes a proprietary design, process, and method protected by copyright, trademark, trade secret, or other intellectual property rights owned by Protos, and you expressly agree, covenant, and warrant that you shall not infringe upon these rights.

You acknowledge Protos’ proprietary rights in the Platform and associated documentation and shall protect the proprietary nature thereof. If you suggest any new features, functionality or performance for the Platform that Protos subsequently incorporates into the Platform (or any other software or service), you hereby acknowledge that (a) Protos shall own, and has all rights to use, such suggestions and the Platform (or any other service) incorporating such new features, functionality, or performance shall be the sole and exclusive property of Protos and (b) all such suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon Protos.

Restrictions on Use. You may not use the Platform for anything other than a lawful, legitimate, and Approved Use. You may not reproduce, upload, download, record, post, transmit, distribute, store or archive any part of the Platform content without obtaining written express consent from Protos. Prohibited uses of the Platform additionally include, but are not limited to, the following: (a) conducting any deceptive and unfair trade practices; (b) placement on the Platform of any untrue, malicious, fraudulent, harassing, offensive or defamatory material, or any material that is irrelevant to legitimate use of the Platform; (c) introduction of viruses, worms, or other programming routines that are intended to disrupt or interfere with the intended operation of the Platform; (d) promotion of any unlawful activity or purpose, including any activity that could give rise to criminal or civil liability; (e) unauthorized alteration of any data or information supplied by another user of the Platform; (f) any activity that infringes on the copyright, patent, trademark, or other rights of any person or entity; (g) modification of software related to the Platform; (h) any effort by you to translate, reverse engineer, decompile, decrypt, extract, disassemble (except to the extent applicable laws specifically prohibit such restriction), or otherwise attempt to discover any programming or source code of the Platform, in whole or in part; or (i) removal of any patent, copyright, trade secret, trademark or other restrictive and proprietary notices or labels from the Platform or its documentation. If you engage in a prohibited use of the Platform, Protos has the right to prohibit you from any future use of the Platform. Any content you introduce to the Platform as a result of or which constitutes an impermissible use, as determined in the sole discretion of Protos, may be removed from the Platform. If you engage in a prohibited use of the Platform, you will be liable to Protos for any damages it incurs as a result.

Copyright Complaints

We respect the intellectual property of others and ask that our users do the same. We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you believe that your work has been copied or used on the Platform in a way that constitutes copyright infringement, please send the following information to our Copyright Agent at copyright@protossecurity.com.

1. Your address, telephone number and email address.
2. A description of the copyrighted work that you claim has been infringed.
3. A description of where the alleged infringing material is located on the Platform.
4. A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent or the law.
5. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
6. A statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

For clarity, only copyright infringement notices should go to our Copyright Agent. You acknowledge that if you fail to comply with the requirements of the section, your notice may not be valid.

Protos may at its discretion, suspend or terminate the access of and take other action against users, subscribers, registrants, and account holders who infringe upon the intellectual property rights of others.

Payment Information. If you are a Security Personnel User, you may be asked to provide payment account information in connection with services that you may directly or indirectly provide to Protos’ customers pursuant to a separate agreement concerning the Protos Services. In such case, you will be directed to a third-party website or application (“Third-Party Portal”). By using the Third-Party Portal, you agree to any terms and conditions, privacy policy, or other agreement applicable to users of the Third-Party Portal. You expressly agree that any data or information you provide over the Third-Party Portal may be shared with Protos or its affiliates. Protos is not liable for the actions or omissions of any third party, including any third party involved in providing the Third-Party Portal. For the avoidance of doubt, your entry of payment account information does not entitle you directly or indirectly to any compensation or other form of payment. Your right to compensation, if any, in connection with any Protos Services shall be set forth in a separate agreement.

Confidential Information. Confidential Information includes non-public information related to Protos, its clients, partners, suppliers, and contractors, as well as any other information disclosed to or obtained by you in connection with this Agreement which you reasonably should recognize as confidential under the circumstances.

Notwithstanding the above, you may disclose Confidential Information if so required by law (including pursuant to a court order or subpoena), so long as you give Protos reasonable notice and the opportunity to oppose such disclosure. You shall not otherwise directly or indirectly disclose, copy, distribute, republish or allow any third party to have access to or use any Confidential Information without the prior express written permission of Protos. You shall not take any action of any kind in any way based upon the Confidential Information disclosed or made available by Protos which directly or indirectly might interfere in any way with, or have an adverse effect on, the business of Protos or the business or contracts of its clients, or with the existing business relationships of Protos with its clients, employees, contractors, customers or third parties.

Disclaimer of Warranties. THE PLATFORM IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PROTOS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, PROTOS PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATION, SYSTEM OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND YOU EXPRESSLY AGREE THAT TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW YOU WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.

Links. Protos may provide, via the Platform, links to other websites or resources. Because Protos has no ownership or control over such sites and resources, you acknowledge and agree that Protos shall not be responsible for the accuracy or availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Protos shall not be responsible or liable, directly or indirectly, for any damage or loss to you caused or alleged to be caused by or in connection with use of or reliance on the Platform or any third-party site, or any content, goods or services available on or through any such site or resource.

Privacy and Security. Protos maintains personally identifiable information collected through the use of the Platform in the strictest confidence. Our Privacy Policy outlines how Protos collects, uses, and secures your personally identifiable information. You are required to read our full Privacy Policy and provide affirmative consent prior to the use of the Platform. The Privacy Policy can be found at http://www.protosselect.com/app-privacy-policy.

You agree to provide Protos with only truthful information. This obligation applies to any and all information you submit over the Platform, including any information you submit in response to a request from Protos. You represent that any and all information you provide is accurate, up to date and complete. You further agree that if any such information changes, you will disclose the change(s) to Protos.

Analytics. The Platform contains software (“Analytics Code”) to track, capture and aggregate data and its users’ data and use of the Platform. Protos owns all rights in and to the Analytics Code and nothing in this Agreement shall be deemed an assignment or transfer of Protos’ ownership rights in the Analytics Code to you. Through such Analytics Code, Protos may collect information about users in order to provide the Platform and related Protos Services, prepare and analyze statistics, produce reports and improve and customize the Platform and related Protos Services. Protos has the right to use the data in accordance with and subject to the terms of this Agreement and the Privacy Policy. 

Limitation of Liability. IN NO EVENT SHALL PROTOS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOSS OF GOODWILL, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT PROTOS OR AN AUTHORIZED REPRESENTATIVE OF PROTOS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES THAT ARISE FROM OR RELATE TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, YOUR INABILITY TO USE THE PLATFORM FOR ANY REASON (E.G., UNAUTHORIZED USE OR ACCESS OF YOUR ACCOUNT, ANY INTERRUPTION OF SERVICE OR COMPUTER VIRUS).

PROTOS ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY LOST DATA, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY USER COMMUNICATION. PROTOS IS NOT RESPONSIBLE OR LIABLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY MOBILE NETWORK, COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, MOBILE DEVICES, OR SOFTWARE OR FOR SERVICE FAILURES DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, INCLUDING INJURY OR DAMAGE TO ANY COMPUTER OR MOBILE DEVICE RELATED TO OR RESULTING FROM USE OF THE PLATFORM.

IN THE EVENT OF ANY PROBLEM WITH THE PLATFORM, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE PLATFORM. IN NO EVENT WILL PROTOS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH YOUR USE OF THE PLATFORM EXCEED ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the disclaimer of certain warranties or the exclusion or limitation of incidental or consequential damages, so some or all of the above limitations and exclusions may not apply to you. In such case, our liability shall be limited to the maximum extent allowed under applicable law.

Termination; Suspension. Protos may, in its sole discretion, terminate this Agreement by discontinuing operation of the Platform. Protos reserves the right to terminate your User Account and prevent you from accessing the Platform at any time and for any reason, including, but not limited to, your violation of this Agreement or the law.

Notwithstanding anything to the contrary in this Agreement, Protos may temporarily suspend your access to any portion or all of the Platform if: (a) Protos reasonably determines that (i) there is a threat or attack on the Platform or the hosting facility(ies) from which the Platform is hosted, (ii) your use of the Platform disrupts or poses a security risk to the Platform or to any other customer or vendor of Protos, (iii) you are using the Platform in violation of this Agreement, (iv) Protos’ provision of the Platform is prohibited by applicable law; (b) any vendor of Protos has suspended or terminated Protos’ access to or use of any third-party services or products required to enable you to access the Platform; or, (c) you are past due on any amounts owed to Protos until such amounts (and associated interest, if applicable) are paid in full (any such suspension described in subclause (a), (b), or (c), a “Service Suspension”). Protos shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Platform following any Service Suspension. Protos will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any third party may incur as a result of a Service Suspension.

If we suspend or terminate your access to or use of the Platform due to your breach of this Agreement or any suspected fraudulent, abusive, or illegal activity (including, without limitation, if you engage in any of the Restrictions on Uses), then termination, suspension, or termination of this Agreement will be in addition to any other remedies we may have at law or in equity.

Upon any termination or expiration of this Agreement, whether by you or us, you may no longer have access to information related to your User Account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.

Indemnity. You agree to indemnify and hold Protos and its subsidiaries, affiliates, officers, directors, agents, employees, as well as their successors and assigns, harmless from all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interests, awards, penalties, fines, costs, or expenses of any kind, including reasonable attorneys’ fees, arising from or in connection with your use of the Platform, your use of the Third-Party Portal, your breach of this Agreement, or your violation of any law, any contract or the rights of any third party.  THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES THAT MAY BE SET FORTH IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND PROTOS OR ITS AFFILIATES.

Governing Law; Arbitration.

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH PROTOS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

The Agreement, including all matters of construction, validity, and performance, and all disputes arising out of or connected with the Agreement and/or the Platform (each a “Dispute,” collectively, the “Disputes”), shall, in all respects, be governed by and construed in accordance with the laws of the State of New York without regard to any principles of conflict of laws, except that the arbitration clause herein shall be governed by the Federal Arbitration Act.

Mandatory Arbitration. Any Dispute shall be settled by mediation under the Commercial Mediation procedures of the American Arbitration Association (the “AAA”), except that if mediation of a Dispute is not successful within two (2) months of appointment of a mediator, such Dispute shall be settled by individual arbitration under the Commercial Arbitration Rules of the AAA. The place of mediation or arbitration shall be New York County, New York. The language of the mediation or arbitration shall be English. The arbitrator shall be an attorney with experience in the field of intellectual property and licensing law. In the event that this arbitration provision is deemed void by a court of competent jurisdiction, any Dispute not resolved through arbitration that is less than $10,000 USD and qualifies for treatment on a non-jury basis in a small claims court in New York may be resolved in such small claims court on an individual basis at the election of Protos.

CLASS ACTION AND JURY TRIAL WAIVERS. All Disputes shall be mediated, arbitrated, or litigated on an individual basis. You irrevocably waive any right it may otherwise have to proceed on a class or collective basis. Further, you irrevocably waive all right to trial by jury as well as any argument or claim of improper venue or forum non conveniens. The foregoing provisions shall not limit the right of Protos to collect payments due or payable or prevent either party from commencing any action or proceeding to compel arbitration, obtain injunctive relief pending the appointment of an arbitrator or obtain execution of any award rendered in any such action or proceeding, provided venue for all such proceedings shall be in the state or federal courts within New York County, New York.

The parties shall bear their own expenses in all Disputes, except that parties shall equally share the expenses of any mediator or arbitrator (except for the required non-refundable filing fees which shall be paid solely by the party asserting the Dispute). The prevailing party in any arbitration may seek from the arbitrator an award of the party’s reasonable attorneys’ fees and costs incurred. Judgment on the award rendered by any arbitrator may be entered in any court having jurisdiction thereof.

International Issues. We operate the Platform from the United States of America. If you choose to access the Platform from outside the United States of America, you are responsible for complying with applicable local laws.

Miscellaneous. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement, and all documents incorporated herein by reference, set forth and constitute the entire understanding and agreement between us with respect to the subject matter hereof. We may provide you with any notices (including, without limitation those regarding changes to the Agreement) by email or postings on the Platform. By providing us with your email address, you consent to our using the email address to send you any notices. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current. You may not assign any of your rights or obligations under the Agreement, whether by operation of law or otherwise, without our prior written consent. We may assign our rights and obligations under the Agreement in our sole discretion to an affiliate or in connection with an acquisition, sale or merger. The Agreement shall be binding upon and inure to the benefit of the applicable parties and their successors and permitted assigns.

Contact: help@protossecurity.com