TERMS AND CONDITIONS OF USE

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) CAREFULLY BEFORE USING THE SOFTWARE AND SERVICE (HEREINAFTER, THE “PLATFORM”) OFFERED BY SINGLE SOURCE SECURITY, LLC d/b/a PROTOS SECURITY. (HEREINAFTER “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 AGREEING TO THIS AGREEMENT, 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 clients and other authorized individuals to arrange and schedule security services (hereinafter “PROTOS Services”). If you are a PROTOS client, You must agree to act in accordance with the terms and conditions set forth in this Agreement. Please note that the terms of this Agreement do not apply to third-party security service providers who interact with PROTOS under license (hereinafter “Security Providers”) to provide clients with security services.

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 Services, or (b) modify or withdraw any Service. All changes to the Agreement will be posted on PROTOS’ website, emailed to you, or otherwise made available within the mobile application and are effective as of the date they are posted. Your use of the Services after a modification to this Agreement constitutes your acceptance of the modification. 

Services. The Platform constitutes PROTOS’ Application Services (as defined below), PROTOS Services and all related software (hereinafter “Software”).  “Application Services” constitute a technology platform that enables users of the PLATFORM via a mobile application or a website to arrange and schedule PROTOS Services. 

PROTOS Services may be provided by third-party service providers affiliated with PROTOS (hereinafter “Security Service Provider”), including, but not limited to, off-duty police officers employed by a law enforcement agency. 

Your Use of Services. 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 as well as at least one valid payment method. 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 PROTOS Services. 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 receiving communications from PROTOS via any electronic medium, including phone, text messaging, 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 Services 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, or 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 purpose of facilitating Security Services at your facilities, and information made available in or otherwise accessible through the PLATFORM, in accordance with this Agreement. 

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, the services provided through PLATFORM and the PROTOS Software contains proprietary and Confidential Information, 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 the PROTOS Software, in whole or in part, without the prior express written permission of PROTOS. You agree and acknowledge that PROTOS, 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 Software and associated documentation and shall protect the proprietary nature thereof. If you suggest any new features, functionality or performance for the Platform or Software that PROTOS subsequently incorporates into the Platform or Software (or any other software or service), you hereby acknowledges that (i) PROTOS shall own, and has all rights to use, such suggestions and the Platform and Software (or any other service) incorporating such new features, functionality, or performance shall be the sole and exclusive property of PROTOS and (ii) 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 authorized purpose. 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 or its Software, in whole or in part; or (j) removal of any patent, copyright, trade secret, trademark or other restrictive and proprietary notices or labels from the PLATFORM or its Software or 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. 

Payment. PROTOS may charge for the PROTOS Services you receive from a Security Service Provider. PROTOS will facilitate your payment of the applicable charges to the Security Service Provider. Payment of the charges in such a manner shall be considered the same as payment made directly by you to the Security Service Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable unless otherwise determined by PROTOS. 

Confidential Information. Confidential information includes non-public information related to PROTOS clients, partners, suppliers, and other contractors, as well as any other information disclosed to or obtained by You, 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 and/or identified individual 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 or the identified individual. 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, respective employees, suppliers, 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 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. 

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 for its clients 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 and PROTOS Services. The Privacy Policy can be found at http://www. protosselect.com/privacy-policy. 

You agree to provide PROTOS with only truthful information, which pertains to any and all information PROTOS requests. 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 Services, prepare and analyze statistics, produce reports and improve and customize the Platform and related Services. PROTOS has the right to use the data in accordance with and subject to the terms of this Agreement. 

Limitation of Liability. EXCEPT AS SET FORTH HEREIN, PROTOS SHALL NOT BE LIABLE FOR ANY LIABILITY ARISING FROM OR RELATED TO THE PLATFORM INCLUDING, WITHOUT LIMITAITON, ANY LOSS DUE TO PERSONAL INJURY, PROPERTY DAMAGE, ANY LOSS OF PROFITS, SAVINGS, OR GOODWILL, LOSS OR INACCURACY OF DATA, OR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS, COST, EXPENSE (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) THAT RESULT FROM YOUR USE OF THE PLATFORM OR PROTOS SERVICES, 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, COMPUTER VIRUS) FOR USE OF THE PLATFORM, EVEN IF PROTOS OR AN AUTHORIZED REPRESENTATIVE OF PROTOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. 

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, SOFTWARE, OR 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 SERVICES. 

Termination; Suspension.  PROTOS may, in its sole discretion, terminate this Agreement by discontinuing operation of the Platform and PROTOS Services. PROTOS reserves the right to terminate your account and prevent you from accessing the Platform and receiving the PROTOS Services 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: (i) PROTOS reasonably determines that (A) there is a threat or attack on the Platform or the hosting facility(ies) from which the Platform is hosted, (B) your use of the Platform disrupts or poses a security risk to the Platform or to any other customer or vendor of PROTOS, (C) you are using the Platform in violation of this Agreement, (D) PROTOS’ provision of the Platform and PROTOS Services is prohibited by applicable law; (ii) 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 (iii) 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 (i), (ii), or (iii), 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 may incur as a result of a Service Suspension. 

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, made by any third party due to or arising from or in connection with your use of the PLATFORM and PROTOS Services, or your breach of this Agreement, or your violation of any law, any contract or the rights of a third party. 

Governing Law; Arbitration.  This Agreement and all claims related to it, its execution or the performance of the parties under it, shall be construed and governed in all respects according to the internal laws of the State of New York without regard to the conflict of law provisions thereof. You hereby waive any right to bring any claim against PROTOS in court (including any right to a trial by jury), except as provided by the rules of the arbitration forum in which a claim is filed. You also waive any right you may have to start or participate in, and agrees to opt out of, any class action against PROTOS arising from or relating to the Platform PROTOS Services or this Agreement. Any controversy or claim arising out of or relating to an alleged breach of this Agreement or the operation of this Platform or PROTOS Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association before a single arbitrator. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New York, New York and the language of such arbitration shall be English. PROTOS may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect PROTOS’ rights or property pending the completion of arbitration. The arbitrator shall not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any provision of this Agreement. The arbitrator shall have the power to issue mandatory orders and restraining orders in connection with the arbitration. The award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered thereon in any court of competent jurisdiction. 

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.