1. Your Acceptance

1. This agreement (“Agreement”) governs any products and services (“Services”) provided to you by ProSafe.
2. This Agreement is between ProSafe Solutions LLC (“ProSafe”) and the person or entity agreeing to these terms (“you”). This Agreement does not apply if you have a written agreement executed by ProSafe for the provision of the Services, in which case such agreement will govern your use of the Services.
3. You warrant that you are over the age of eighteen and have the power and authority to enter into and perform your obligations under this Agreement. If you enter into this Agreement on behalf of your company, then “you” in the remainder of this Agreement means your company, and you warrant that you are properly authorized to bind your company to this Agreement.
4. You agree to the terms of this Agreement when you submit an Order, create an account to access or use a Service or click on the “I agree” button that is presented to you at the time of submitting your Order. If you do not agree with this Agreement, do not click the “I agree” button and stop using the Service. This Agreement becomes binding on the date that ProSafe accepts your Order or first makes the Services available to you, whichever is earlier (“Commencement Date”).

2. Scope

1. This Agreement comprises:
2. the terms specified in the relevant order form completed pursuant to section (13) (“Order”);
3. these terms and conditions (“General Terms”);
4. the terms applicable to each Service set out in product and services addenda in this Agreement (each a “Product and Services Addendum”); and
5. the ProSafe Privacy Policy accessible at [https://www.prosafehotels.com/privacy-policy-2], and any other policies or terms referenced in this Agreement (“ProSafe Policies”).
6. If any of the terms listed in this section (2)(a) are inconsistent, the terms first listed will have priority to the extent of any inconsistency.

3. Service

1. The Services include: (i) the cloud-based, software-as-a-service solutions (“Subscription Services”); (ii) related support services; and (iii) any other products or services ProSafe provides to you as specified in an Order, but excludes:
2. any data, information, templates, content, code, video, images or other materials or information of any type that you upload to the Subscription Services, generate by using features of the Subscription Services or otherwise provide to ProSafe in connection with the Services (“Your Data”);
3. any modifications made by you or on your behalf (“Your Modifications”) to the Services, technology, data, information, programs, material or other content ProSafe provides or makes available to you;
4. shared materials created by ProSafe or users of the Services that are published or made available to you (“Shared Materials”);
5. any hardware supplied by ProSafe related to the Services; and
6. any connector(s) built or modified by any party other than ProSafe or its subcontractors.
7. ProSafe reserves the right to make changes to the Subscription Services in its sole discretion from time to time, including the functionality, features, performance, user interface, and usability, and you agree that this Agreement will apply to any changes or updates to the Subscription Services. ProSafe will notify you of any change to the Subscription Services (other than No-Charge Services) that reduces its functionality or features in any material respect or if it discontinues any Service and is not replaced by a substantially equivalent function or feature. If ProSafe has notified you under this section (3)(b), you may terminate the affected Services upon providing notice to ProSafe within 30 days after the date of such notice, and ProSafe will refund any prepaid, unused Fees in respect of any terminated Subscription Services. Nothing in this section (3)(b) limits ProSafe’s ability to discontinue any Service or to make changes as required to comply with applicable law, address a material security risk, or avoid a substantial economic or technical burden.
8. ProSafe will make the Subscription Services available to you and all individual users nominated, permitted or invited by you to access the Subscription Services (“End Users”) solely for your internal business operations during the subscription period specified in your Order (“Subscription Term”) and in accordance with any usage restrictions specified in the applicable Order and relevant Product and Services Addendum. The license granted to you under this section (3)(c) is non-exclusive, worldwide, non-sublicensable and non-transferable.
9. Unless permitted by law or as otherwise expressly permitted in this Agreement, you must not (nor may you encourage, authorize or assist any third party to):
10. rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise provide access to the Services to a third party;
11. reproduce, modify, adapt, or create derivative works of, the Services or remove or tamper with any disclaimers or other legal notices in the Services;
12. reverse engineer, disassemble, decompile, transfer, exchange or translate the Services or otherwise seek to obtain or derive the source code or API;
13. incorporate the Services into any service that you provide to a third party; 
14. use the Services to provide services, or to create a service that competes with the Services;
15. remove any proprietary notices from the Services; 
16. use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; 
17. use the Services to knowingly post, transmit, upload, link to, send or store any content that is (or directly or indirectly supports activities that are) unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; 
18. use the Services to store or transmit any “protected health information” as defined in 45 C.F.R. 160.103 provided that you are a “business associate” or “covered entity” as defined in 45 C.F.R. 160.103, unless expressly agreed to otherwise in writing by ProSafe; 
19. use the Services to knowingly post, transmit, upload, link to, send or store any malicious software or computer virus; 
20. use or launch any automated system that accesses a Service (i.e., a bot) in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; or 
21. attempt to use or use the Services in violation of this Agreement.
22. You must promptly notify ProSafe in writing of any breach of the above conditions of use.
23. You are solely responsible for ensuring that any desktop, mobile telephone or handheld device (“Devices”) and systems are compatible with the Subscription Services and meet any minimum requirements specified by us.

4. No-Charge Services

ProSafe may offer certain Services to you at no charge, including free accounts, Third Party Products, trial use, and access to pre-release, early release and beta products (“No-Charge Services”). You agree that pre-release, early release and beta products are still in development and may contain errors and bugs. Your use of No-Charge Services is subject to any additional terms that ProSafe specifies from time to time and is only permitted for the period designated by ProSafe, or if no such period is designated, 30 days. ProSafe may terminate your right to use No-Charge Services at any time and for any reason in ProSafe’s sole discretion, without liability to you.

5. Your Accounts

1. You must register for an account in order to access or receive the Services and to receive notices and information from ProSafe (“Customer Account”).
2. All End Users or Admin must establish a named account to access the Services (“End User Account”). Each End User Account must not be shared.
3. ProSafe’s Services are not directed at, nor to be used by, persons under the age of thirteen. You are responsible for ensuring that all End Users meet the age requirement.
4. You must provide all relevant disclosures to, and obtain all relevant consents from, End Users to allow us to provide the Services to End Users, including ProSafe’s use, collection and sharing of information in accordance with our Privacy Policy.
5. You may specify one or more administrators who may elect to have password protected rights to access administrative account(s) (“Admin Account(s)”) to administer the Services and End User Accounts.
6. You are responsible for all actions taken through your Customer Account, all End User Accounts and Admin Accounts under your Customer Account (together, ”Your Accounts”). Your responsibilities include:
7. maintaining the confidentiality of the passwords associated with each of Your Accounts;
8. ensuring that only those individuals authorized by you have access to Your Accounts; and
9. ensuring that all activities that occur in connection with Your Accounts comply with this Agreement.
10. If you are an End User, your account is managed by the Admin Account(s) (and not you). The Admin Account(s) can control your use of the Subscription Services, including adding or removing you from accessing the Subscription Services, enabling or disabling certain features or functionality within the Subscription Services, and deleting or re-assigning ownership of Your Data and Your Modifications. You acknowledge that your End User Account may become managed by the entity that owns or controls the email address domain (such as your employer) with which your account was established (such as your work email address). ProSafe is not responsible for any actions taken by Account Admin(s).

6. Intellectual Property Rights

1. ProSafe and its licensors have and retain all rights, title and interest, including all intellectual property rights, copyright, trade or service marks, designs, patents, rights in circuit layouts, domain names and trade names anywhere in the world (“Intellectual Property Rights”) in and associated with the Services.
2. You and your licensors retain ownership of all rights, title and interest, including Intellectual Property Rights, in Your Data.
3. You grant to ProSafe a non-exclusive, worldwide, limited term, royalty-free, sublicensable license to access, use, modify, reformat, publish, process, copy, distribute, export, and display Your Data to the extent required to enable ProSafe to provide the Services to you. ProSafe may collect data and other information relating to your use of the Services, including Your Data (“Usage Data”), and ProSafe may use (during and after the Term) such Usage Data to for its internal business purposes, including to improve, support and operate the Services, generate aggregated data sets and for reporting and analysis. ProSafe may only disclose Usage Data in an aggregated form in a manner that does not identify any individual.
4. To the extent that you share a template which contains Your Data or Your Modifications with other users or publicly via a ProSafe website, you grant to ProSafe and each other user a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable license to access, use, modify, reformat, publish, process, copy, distribute, export, and display such template to the extent necessary to make those templates available and to use such templates. You may disable the ability for Your Account(s) (other than Admin Account(s)) to share templates with other users by contacting ProSafe’s support team.
5. If you or your End Users choose to submit feedback to us, you grant to ProSafe a worldwide, perpetual, irrevocable, royalty-free license to use, modify, publish, process, copy, distribute, export, and display, and make and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback, and waive all moral rights you or your End Users may have in such feedback.

7. Downloading Shared Materials

If you download Shared Materials, to the extent permitted by law:

1. your use of Shared Materials is at your own risk;
2. ProSafe excludes all liability to you and any third party in respect of your use of Shared Materials; and
3. it is your responsibility to assess (and if necessary, obtain professional advice on) the suitability of Shared Materials for your purposes and any modifications required to meet those purposes.

8. Your Data

1. You warrant that Your Data and Your Modifications:
2. comply with the ProSafe Policies and Section 3(d);
3. are not false, misleading or inaccurate;
4. do not infringe third party rights (including Intellectual Property Rights and privacy rights), that you own all rights, title, and interest, including Intellectual Property Rights, in Your Data and Your Modifications and that you have otherwise secured all necessary rights in Your Data and Your Modifications as may be necessary to grant the licenses pursuant to this Agreement;
5. comply with all applicable laws; and
6. are not infected with viruses or any other malicious computer code, files or programs.
7. You acknowledge and agree that ProSafe may remove Your Data or Your Modifications from the Services and ProSafe’s websites if we suspect (acting in good faith) that any of the warranties set out in section (8)(a) are or are likely to be untrue. To the extent practicable, permitted by law and provided it does not pose a risk to ProSafe or other users, ProSafe will notify you of any removal under section (8)(b).
8. You must ensure that you obtain all necessary consents from relevant individuals for the use of their Personal Information contained within Your Data in order for ProSafe to provide the Services to you.
9. You acknowledge and agree that you are responsible for preparing and maintaining backups of Your Data and Your Modifications.
10. You must indemnify, defend and hold ProSafe and its affiliates, service providers, officers, employees, contractors and customers (those indemnified) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees) arising out of or in connection with: your breach of section (5)(c) (minimum age), section (5)(d) (End User consent), and section (8) (Your Data). ProSafe agrees to provide: (i) prompt written notice to you of any such claim; (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably necessary cooperation of ProSafe at your expense.

9. Integration with Third Party Products

1. ProSafe may from time to time make Third Party Products available to you. For purposes of this Agreement, such Third Party Products are subject to their own terms and conditions and the applicable flow-through provisions referred to in your Order form. If you do not agree to abide by the applicable terms for any such Third Party Products, then you should not install or use such Third-Party Products. If you choose to use any Third Party Products in connection with the Services, ProSafe may provide such third parties access or use of Your Data to the extent required for the interoperation of the Services with the Third Party Product. ProSafe is not responsible for any access to or use of Your Data by such third party providers. PROSAFE DISCLAIMS ALL LIABILITY FOR ANY THIRD PARTY PRODUCTS AND FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OF THIRD PARTY PRODUCTS.
2. ProSafe may provide you with access to connector(s) to facilitate the interoperation of our Services with Third Party Products used by you. Your use of such connector(s) will be subject to any additional terms that ProSafe specifies from time to time. Provided that you promptly notify ProSafe in writing of any error in respect of the functioning of connector(s), ProSafe will use commercially reasonable endeavors to resolve the error with such connector(s) within a reasonable period. You understand and agree that ProSafe is not liable or responsible for the functionality, reliability, availability, quality or performance of Third Party Products or the interoperability of such Third Party Products with the Services (a connection with a Third Party Product may become unavailable or no longer function properly as a result of changes made by the third party provider). Any support and maintenance for a Third Party Product will be provided by the relevant third party provider (and not by ProSafe). To avoid doubt, ProSafe is not responsible for any connector(s) built by any party other than ProSafe or its subcontractors.

10. AI Features

1. ProSafe may provide you with access to features and functionality through the Subscription Services that are powered by third party artificial intelligence systems (“AI Features”).
2. You are responsible for any text you type in, or images or other content you upload to AI Features (“Input”) as well as the resulting material that is generated (“Output”). You acknowledge and agree that both Input and Output are Your Data. You are responsible for ensuring that your Input and Output complies with this Agreement and our ProSafe Policies. You acknowledge and agree that your Input will not include any Personal Information.
3. You may use your Output for any legally permitted purpose, provided that you comply with this Agreement and accept that any such use is at your own risk. When using your Output, you must let other users of the Output know that the content is AI-generated.
4. You acknowledge and agree that the Output is generated by artificial intelligence. ProSafe has not verified the accuracy of the Output and it does not represent ProSafe’s views. ProSafe makes no warranty or guarantee as to the accuracy, completeness or reliability of the Output and does not accept any liability or responsibility arising in any way from your use of the Output or any omissions or errors contained in the Output. We recommend that you obtain professional and independent advice before you act on any advice contained in the Output, or rely on the accuracy of the Output.
5. You acknowledge that any Input you provide, including any Personal Information or commercially sensitive data that you choose to include within that Input, will be shared with third party providers such as OpenAI, LLC. Third party providers may use such Input to improve their services. This includes any Personal Information you choose to include within such Input. You consent to such Personal Information being included in an Input being shared to any such third party providers.
6. It is prohibited to use AI Features to mislead anyone that that the Output is human-generated, provide medical, legal or financial advice, generate legally binding obligations, generate political content, generate source code, generate spam, ransomware or viruses, generate shocking content include profane subjects, generate information to be used for legal purposes or implement fully-automated decision making. In the event your Output is in breach of these terms or otherwise is unlawful, ProSafe reserves the right to remove the Outputs, disclose the Output to law enforcement or government authorities and suspend or otherwise terminate Your Account(s).
7. ProSafe may impose limits on the number of Outputs you can generate using AI Features. You will be notified when you have reached the maximum number of Outputs for your account. Some AI Features are not available in all languages.

11. Confidentiality

1. In this Agreement, Confidential Information of a party (“Disclosing Party”) means information that is identified as confidential at the time of or shortly after disclosure or would be reasonably known by the other party (“Receiving Party”) to be confidential due to the nature of the information disclosed or the circumstances surrounding its disclosure, including information about the Disclosing Party’s business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include information: (i) which is in the public domain (such as Shared Materials) other than through a breach of confidence; (ii) is independently created by, or on behalf of, the Receiving Party without any reference to the Confidential Information and prior to receipt of such Confidential Information; (iii) is rightfully known by the Receiving Party prior to receipt from the Disclosing Party, as evidenced by the Receiving Party’s written record; or (iv) is rightfully obtained by the Receiving Party from a third party without breach of a confidentiality obligation.
2. Receiving Party must keep confidential and not disclose to any third party Confidential Information of the Disclosing Party, with the exception that a Receiving Party may disclose such Confidential Information:
3. to:
4. a third party with the prior written consent of the Disclosing Party; and
5. the Receiving Party’s, or affiliates or subsidiaries of the Receiving Party’s, officers, agents, professional advisers, employees, contractors, subcontractors, auditors and insurers,
6. (“Representatives”) provided that such Representatives are subject to confidentiality obligations no less stringent than under this Agreement in relation to that Confidential Information and have a need to know such Confidential Information; and
7. where the Receiving Party is legally compelled to do so by any government or any governmental, administrative, regulatory, fiscal or judicial body, department, commission, authority, tribunal, or agency, provided that it first uses commercially reasonable efforts to give the Disclosing Party written notice prior to disclosure if permitted by law and makes only such disclosure as is legally compelled.
8. Receiving Party must only use Confidential Information of the Disclosing Party for the purpose for which it was disclosed in connection with this Agreement, and shall remain responsible for the compliance of its Representatives to whom Confidential Information has been disclosed with their respective confidentiality obligations.

12. Privacy and Security

1. ProSafe complies with privacy and data protection laws applicable to the provision of the Services to you under this Agreement. We collect, use, and disclose any personal data we collect from you or your End Users in accordance with the ProSafe [https://www.prosafehotels.com/privacy-policy-2].
2. You will comply with all applicable privacy and data protection laws and are responsible for ensuring that you have obtained all individual consents required for ProSafe to provide the Services, including from your End Users.
3. Where (i) the EU General Data Protection Regulation 2016/679 (“GDPR”) or (ii) California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CPRA”), (Civil Code Section 1798.100, et seq.) (“CCPA”); or (iii) the laws of other states and territories that create and regulate substantially similar concepts and legal principles as are contained in the GDPR apply to any of Your Data, the terms of ProSafe’s Data Processing Agreement (set out in Appendix 1 and Appendix 2) will apply.
4. ProSafe will use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials (“Malicious Code”) into the Subscription Services. To avoid doubt, ProSafe is not responsible for any Malicious Code introduced by you or your End Users.
5. Other than as expressly noted in this section (12), you acknowledge that:
6. the Services have not been designed to meet the requirements of laws or standards that may apply to you in respect of Your Data, including without limitation, the Health Insurance Portability and Accountability Act1996, the Payment Card Industry Security Standards, or any other law or standard applicable to the handling, storage, processing, transfer, security or location of Your Data in any jurisdiction; and
7. it is your responsibility to satisfy yourself that your use of the Services will allow you to meet any legal obligations applicable to you in respect of Your Data, and ProSafe disclaims all liability for your non-compliance with any such laws or standards arising from your use of the Services.

13. Orders and Subscriptions

1. To use the Services you must complete an Order by either:
2. completing the online order page (“Online Order”) which contains details of:
3. the Services being ordered;
4. the applicable fees (“Fees”);
5. the number of paid End User Accounts that will form part of your organization in respect of Subscription Services (if applicable);
6. the Subscription Term applicable to any Subscription Services;
7. the applicable billing details, and the currency in which you will be billed; and
8. if applicable, details of any hardware or other products made available by ProSafe in the future you wish to order; or
9. execute a paper-based quote, order form or statement of work (“Order Form”) provided by ProSafe which sets out the relevant information in section (13)(a).
10. You may subscribe to the Subscription Services by choosing either a monthly or annual subscription. Your subscription will renew on a monthly or annual basis, as applicable.

14. Billing and Payment

1. You must pay all Fees for the Services in accordance with the rates, currency and billing cycle or payment milestones set out in the applicable Order(s). Other than where expressly provided for under this Agreement, all Fees are non-refundable, non-cancellable and non-creditable.
2. For all Orders for the Subscription Services, ProSafe will bill you for the applicable recurring Fees in advance. For all Orders for Services (other than Subscription Services), ProSafe may bill you on a “fixed-fee” or “time and materials” basis, as specified in the relevant Order.
3. You may add End Users or other Services during your Subscription Term by placing a new Order or by adding End Users through functionality provided within the Services. If you add End Users through the Services, we will bill you for the applicable Fees in arrears based on the total number of End Users at the end of the relevant calendar month. Unless otherwise specified in the Order or at the time of the purchase, ProSafe will charge you for any additional End Users or Services (including if you exceed any limit on End Users specified in a then-current Order) at the then-current rates, prorated for the remainder of the Subscription Term. You will not receive a refund or credit for removing End Users or Services once they have been added to Your Account(s).
4. If you elect to pay by credit card or debit card, ProSafe will charge you the applicable Fees immediately. If you elect to pay by invoice, you must pay all invoiced Fees within thirty (30) calendar days after the date of invoice.
5. The Fees payable by you for our Services exclude any duties, customs fees, or taxes (other than ProSafe’s income tax), including any VAT, GST or other applicable sales tax (“Taxes”). To the extent that such Taxes are applicable, you must pay us such Taxes in addition to the Fees. If you have obtained an exemption for such Taxes, you must provide ProSafe with any information ProSafe reasonably requests to determine whether ProSafe is obliged to collect Taxes from you, including your relevant Tax identification number. You will pay ProSafe for the Services without any withholding for Taxes. If you are required to withhold Taxes by law, you will pay such additional amounts as are necessary so that the net amount received by us after such withholding will be equal to the full amount that we would have received if no withholding had been required.

15. Limitation on Liability

1. Except as expressly stated in this Agreement or required under any applicable law, the Services and any other goods or services provided by ProSafe to you are provided on an “as is” basis, and ProSafe does not make any representation or warranty (express or implied) in respect of the Services or any other goods or services provided by ProSafe to you, including, without limitation, any implied warranty of merchantability, of fitness for a particular purpose, that operation of the Services will be uninterrupted or error free, or that all defects will be corrected.
2. To the maximum extent permitted by law, in no event will ProSafe be liable in connection with this Agreement, whether in contract, tort, equity, statute or otherwise for:
3. your misuse of the Services, acts or omissions of your personnel;
4. Service outage or interruption, or any damage or losses, arising from networks or websites outside of ProSafe’s control;
5. any injury, damage to property, or loss to any person in relation to your use of the Services; or
6. subject to section (12), breach of any law applicable to your business activities, including but not limited to any work health and safety or food safety law, in connection with your use of the Services.
7. To the maximum extent permitted by law, in no event will, whether in contract, tort, equity, statute or otherwise:
8. either party be liable in connection with this Agreement for loss of profits, loss of revenue, loss of anticipated savings, loss of use, loss or corruption of data, costs of delay or procurement of substitute or replacement goods and services, business interruption, failure of security mechanisms, loss of goodwill, and any other form of indirect, incidental, special or consequential or punitive damages, even if a party has been advised of the possibility of such damages or if a party’s remedy otherwise fails of its essential purpose; or
9. either party’s aggregate liability for any claims in connection with this Agreement exceed the total Fees actually paid by you under this Agreement during the twelve month period immediately prior to the event giving rise to the liability.
10. You acknowledge that the Services will not prevent personal injury, property damage, or the loss of life. ProSafe will not be liable for any claims, losses, expenses, or damages concerning the Services, the interruption or unavailability of any network connection utilized with the Services, the user’s engagement with another application, the failure of the Services to operate correctly, or the failure or malfunction of any mobile device used with the Services.

16. IP Indemnity

1. Subject to section (16)(c), ProSafe will defend you against any third party claim alleging that the Subscription Services infringe any copyright or any patent (a ”Claim”), and will indemnify you against any damages and costs finally awarded by a court of competent jurisdiction or any settlement amounts agreed in writing by ProSafe, provided that you provide ProSafe:
2. prompt written notice of any such claim;
3. the exclusive right to control and direct the investigation, defense, or settlement of such claim; and
4. all reasonably necessary cooperation and assistance in the defense and investigation of the Claim at ProSafe’s expense.
5. In the event of a Claim, ProSafe may, in its sole discretion:
6. procure the right for your continued use of the Subscription Services in accordance with this Agreement;
7. replace the Subscription Services with a similar service with materially equivalent functionality; or
8. terminate your Order in respect of the Subscription Services affected by the Claim and refund any prepaid, unused Fees in respect of the terminated Subscription Services.
9. The indemnity obligation in this section (16) will not apply to the extent that any Claim arises:
10. in connection with your use of No-Charge Services;
11. as a result of misuse of the Subscription Service or use of the Subscription Service with any third party data (including any Shared Materials), or in combination with any Third Party Products other than that for which the Subscription Services were designed or provided;
12. as a result of modification to the Service made by any party other than ProSafe or its subcontractors; or
13. in connection with circumstances covered by your indemnification obligations under section (8)(e).
14. THIS SECTION (16) CONSTITUTES YOUR EXCLUSIVE RIGHTS AND REMEDIES, AND PROSAFE’S SOLE LIABILITY, FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SUBSCRIPTION SERVICES.

17. Term and Renewal

1. This Agreement commences on the Commencement Date and expires when all Subscription Terms have expired, and all other Orders have been completed, unless otherwise terminated in accordance with this Agreement (Term).
2. Unless otherwise set out in the relevant Order, each Subscription Term will automatically renew for periods equal to the initial Subscription Term at the then-current rates unless either party elects not to renew the Subscription Term by providing written notice to the other party at least 30 days prior to the expiry of the then-current Subscription Term, in which case your subscription will expire at the end of the then-current Subscription Term.

18. Termination and Suspension

1. You may terminate Subscription Services at any time by written notice or through the functionality provided by the Subscription Services. If you choose to terminate this Agreement in accordance with this section (18)(a), you will not be entitled to any credits or refunds as a result of such termination.
2. Either party may terminate this Agreement in whole or part, including any particular Order(s), immediately upon providing notice to the other party if:
3. the other party is in material breach of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach; or
4. if the other party ceases to operate, has an administrator appointed, enters a deed of company arrangement or other form of administration involving one or more of its creditors, is subject to an order that it be wound up, declared bankrupt, or that a liquidator or receiver be appointed, or otherwise becomes insolvent or is unable to meet its financial obligations.
5. ProSafe may suspend the Services (including any of Your Accounts) immediately, or terminate this Agreement in whole or part, including any particular Order(s), if:
6. you are in material breach of this Agreement more than two times during the Term notwithstanding any cure of such breaches;
7. you have failed to pay any Fees within sixty (60) days after the relevant due date or you have failed to pay any Fees and such failure continues more than fourteen (14) days after ProSafe delivers notice thereof;
8. you infringe ProSafe’s Intellectual Property Rights; or
9. your use of the Services breaches any applicable law or any of the ProSafe Policies.
10. ProSafe will notify you of any suspension or termination under section (18)(c) (where practicable).
11. If ProSafe suspends your use of the Services pursuant to its rights under this Agreement:
12. ProSafe will continue to charge you Fees during the suspension period and you must pay any outstanding Fees prior to ProSafe resuming the provision of the Services; and
13. ProSafe will only resume the provision of the Services once you have cured (to ProSafe’s reasonable satisfaction) the matter that caused the suspension.

19. Consequences of Termination

1. if the Agreement or any Order is terminated:
2. by you for ProSafe’s breach, then ProSafe will refund any prepaid, unused Fees that relate to the terminated Subscription Services; or
3. by ProSafe for your breach, then you must pay to ProSafe any and all outstanding Fees due for the remaining duration of any Subscription Term, which will become immediately due and payable upon termination.
4. Upon the date that this Agreement or any Order expires or is terminated, then you and your End Users must cease all access and use of the Services, and delete ProSafe’s Confidential Information in your possession or control, including any software or other materials that ProSafe has provided to you, or made accessible for download by you. Upon our request, you will certify that you have complied with this section (19)(b). You must export Your Data from the Subscription Services before the end of the Subscription Term, as you will not have access to Your Data after expiration or termination of this Agreement. ProSafe will delete or destroy Your Data as specified in ProSafe’s Privacy Policy.
5. The following provisions will survive any termination or expiration of this Agreement: sections (6), (7), (8)(a), (8)(e), (9)(a), (10)(b), (10)(c), (10)(d), (11), (15), (16), (19)(b), this (19)(c) and (21), and any other sections which by intent or meaning have validity beyond termination or expiration of this Agreement.

20. Amendments

ProSafe may update or modify the terms of this Agreement from time to time, including the ProSafe Policies and any other referenced documents, to respond to changes in ProSafe’s products, services, business or as required by law, by giving notice to you. If an update or modification to the terms of this Agreement materially reduces your rights, you may terminate this Agreement upon providing notice to ProSafe within 30 days after the date of ProSafe’s notice to you under this section (20) (with such termination to be effective on the date of your notice or the effective date of the update or modification, whichever is later), and ProSafe will refund any prepaid, unused Fees in respect of any terminated Subscription Services.

21. General

1. Unless otherwise agreed in your Order, this Agreement is governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New Jersey. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New Jersey in each case located in the County of Gloucester, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
2. If any provision of this Agreement is held to be invalid, illegal, or unenforceable that provision shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable and the remainder of this Agreement shall be construed in a manner as to give greatest effect to the original intention of this Agreement.
3. The failure of either party to exercise any right provided in this Agreement in any instance will not be deemed to be a waiver of such right.
4. Except where an exclusive remedy is specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
5. Other than in respect of an obligation to pay any Fee or other amount, neither party will be liable for non-performance or inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, pandemic, riot, labor condition, governmental action, power interruption, telecommunication, data and internet disturbance) that was beyond the party’s reasonable control (Force Majeure Event).
6. Your use of any website or software that is not provided by ProSafe to access or download the Services will be governed by the terms and conditions applicable to that website or software. ProSafe is not responsible for any consequences resulting from the use of such website or software, including but not limited to any damage to your property, including your Device, or the transfer of any computer virus or similar malicious code, except to the extent such consequences are caused by the Service.
7. Any notices to you may either be posted on our website, via an in-product notification given in writing (which may be by email). Billing-related notices will be sent to the billing contact designated by you. All other notices will be sent to your Admin Account(s). Any notices to ProSafe, and any questions, concerns or complaints relating to the Services must be in writing and addressed to ProSafe Solutions, LLC, 26 Cider Press Lane, Sewell, New Jersey 08080 (or to such other address that may be designated by ProSafe from time to time in accordance with this Section). All notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission) to legal@prosafehotels.com, or certified or registered mail (in each case, return receipt requested, postage pre-paid). 
8. Any dispute, controversy or claim arising out of or relating to this Agreement, or any aspect of the relationship between you and ProSafe, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury, unless you opt out of this arbitration agreement within 30 days of the first acceptance date of any version of this Agreement (“Opt Out Deadline”). You may opt out of these arbitration procedures by emailing us at legal@prosafehotels.com by the Opt Out Deadline and stating that you reject the agreement to arbitrate. Unless you opt out by the Opt Out Deadline, you agree that you and ProSafe are each waiving the right to sue in court and to have a trial by a jury. The arbitrator shall have the power to rule on any challenge to its own jurisdiction, the arbitrability of any claim, or to the validity or enforceability of any portion of the agreement to arbitrate. The arbitrator shall also have the power to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. You and ProSafe agree to arbitrate solely on an individual basis, and agree that this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitration shall be administered by American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
9. This Agreement, and any rights granted hereunder, must not be transferred or assigned by either party (assigning party) without the prior express written consent of the other party, except to:
10. a third party participating in a merger with, or acquisition of the assigning party; or
11. an affiliate or subsidiary of the assigning party.
12. Each of the software components that constitute the Services is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you only receives those rights with respect to the Services as are granted to all other End Users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
13. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the United States.
14. You grant ProSafe the right to identify you as a customer and to use your logo across ProSafe’s marketing materials, including our website. You may notify us that you do not wish to be identified as a customer or for us to use your logo, by contacting us at legal@prosafehotels.com.
15. This Agreement contains the entire understanding between the parties regarding the subject matter of this Agreement. To avoid doubt, resellers of the Services are not authorized to modify the terms of this Agreement or make any representations, undertakings or other legally binding commitments on behalf of ProSafe.
16. You represent that neither you nor any of your End Users are on any U.S. government denied-party list, and that you will not permit any End User to access or use any service in a U.S.-embargoed country or region.
17. If this Agreement is translated into any language other than English, the English text will govern unless expressly stated otherwise in the translation.

Appendix 1 (Data Protection Compliance)

1. In this Appendix and in Appendix 2 (“Data Processing Agreement”):
2. Californian Data Protection Laws means the CCPA, as amended by the CPRA.
3. Customer Personal Data means any personal data which ProSafe (or its sub-processors) processes on your behalf as a processor in the course of providing Services.
4. Data Protection Laws means all data protection laws applicable to the processing of Customer Personal Data under this Agreement, including: (i) the EU Data Protection Laws; (ii) the UK Data Protection Laws; and (iii) the California Data Protection Laws.
5. EU Data Protection Laws means the GDPR and any national laws which implement or supplement or replace the same from time to time.
6. EU International Transfer means:
7. a transfer of personal data from you to ProSafe or its affiliates (or vice versa in the case of transfers of personal data between the parties where both parties act as controllers); or
8. an onward transfer of personal data from ProSafe or its affiliates,
9. where such transfer would at the time of the transfer be prohibited by EU Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the EU Standard Contractual Clauses to be established under section 2 of Appendix 2 (Data Processing Agreement).
10. EU Standard Contractual Clauses means the Standard Contractual Clauses forming part of Decision 2021/914/EC (as amended or replaced from time to time), including their appendices and with the relevant Modules and Options set out under section 2 of Appendix 2 (Data Processing Agreement).
11. Security Incident means a breach of ProSafe’s security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Personal Data.
12. personal data, personal information, consent, controller, processor, data subject, sale, share, commercial purpose, business purpose and processing mean those concepts, roles and activities as defined in the applicable Data Protection Laws.
13. UK Addendum means the Addendum to the EU Standard Contractual Clauses issued by the UK Information Commissioner’s Office in accordance with S119A of the UK Data Protection Act 2018 and incorporating:
14. the party details as set out in section 4 of Appendix 2 to this Agreement, inserted in Table 1 (Parties) of such UK Addendum;
15. the first option in Table 2 to clarify the UK Addendum incorporates the EU Standard Contractual Clauses;
16. the list of parties and the description of the transfer of personal data, each as set out in section 4 of Appendix 2, inserted in Table 3 (Appendix Information) of such UK Addendum;
17. the description of the technical and organizational security measures as set out at [https://www.prosafehotels.com/data-security-plan-2], inserted in Table 3 (Appendix Information) of such UK Addendum;
18. the list of sub-processors published at [https://www.prosafehotels.com/sub-processors-of-data-2], inserted in Table 3 (Appendix Information) of such UK Addendum; and
19. the option neither party set out in Table 4 of such UK Addendum.
20. UK Data Protection Laws means Data Protection Act 2018 and UK’s version of the GDPR which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (“UK GDPR”) and any legislation applicable in the UK in force from time to time relating to privacy or the processing of personal data.
21. UK International Transfer means:
22. a transfer of personal data from you to ProSafe or its affiliates (or vice versa in the case of transfers of personal data between the parties where both parties act as controllers); or
23. an onward transfer of personal data from ProSafe or its affiliates,
24. where such transfer would at the time of the transfer be prohibited by the UK GDPR (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws) in the absence of the relevant UK Standard Contractual Clauses to be established under section 5 of Appendix 2 (Data Processing Agreement).
25. ProSafe is the controller in respect of personal data, such as account registration details, that we collect directly from users of the Services (End Users) and users of No-Charge Services, and which we use for the purposes of our business.
26. You are the controller and we are the processor in respect of any other personal data (including within Your Modifications) that is uploaded by End Users and/or users of No-Charge Services including data, templates, information, content, code, video, images or other material of any type (Materials), or which is provided by your administrators (see section (5) of the General Terms).
27. To the extent that the Services comprise the processing of personal data where we are the controller and you are the controller: the provisions of sections 2, 3, 4 and 5 of Appendix 2 (Data Processing Agreement) to this Agreement shall apply (where applicable).
28. ProSafe will make available our Privacy Policy at our website and where you provide us with personal data in connection with the Agreement where we will act as the controller (for example where you provide contact details for use in administering the Agreement), you agree to ensure that these individuals are provided with a copy of our Privacy Policy. Where we are a processor and not a controller, it is your responsibility to ensure that in accordance with relevant Data Protection Laws:

• There is a lawful basis for the collection and processing of personal data; and
• You have provided an appropriate privacy policy to the End Users and other data subjects.

Appendix 2 (Data Processing Agreement)

General

The provisions of this Appendix form part of this Agreement to the extent that section (12)(d) of the General Terms applies.

Terms of Data Processing

1. Where ProSafe acts as processor of personal data on your behalf, ProSafe shall:
2. process personal data only on your reasonable documented instructions unless required to do so by law; in such a case, ProSafe shall inform you of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest. You acknowledge and agree that your final and completion instructions regarding the processing of Customer Personal Data are set out in this Agreement. Any additional or alternate instructions must be agreed in writing by the parties (and ProSafe will be entitled to charge a reasonable fee to cover any costs incurred in complying with them);
3. ensure that persons authorized to process the personal data on our behalf have committed themselves to confidentiality obligations or are under an appropriate statutory obligation of confidentiality;
4. implement appropriate technical and organizational security measures to ensure a level of security for the personal data which is appropriate to the risks to individuals that may result from the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the personal data. The measures that we consider appropriate are more described at [https://www.prosafehotels.com/data-security-plan-2];
5. not engage another processor without your prior specific or general written authorization. A list of sub-processors currently engaged by ProSafe and authorized by you is published at [https://www.prosafehotels.com/sub-processors-of-data-2]. You must subscribe to receive notice of updates to the list of sub-processors by entering your details in the form at [https://www.prosafehotels.com/sub-processors-of-data-2]. You may notify us in writing of any objections to new sub-processors (provided the objection is based on reasonable grounds relating to data protection). If we receive such an objection, the parties will discuss such objections in good faith and ProSafe will use its reasonable commercial endeavors to resolve any such objection. If the parties are not able to resolve the objection, you may terminate the affected Services by providing 30 days written notice to ProSafe. We shall impose obligations on any processor that we appoint on your behalf that are equivalent to the terms set out in this Appendix 2. We shall remain liable for the performance of these processors;
6. taking into account the nature of the processing, assist the controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the controller’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the EU Data Protection Laws and any assistance provided by us to you in to respond to requests from: (i) data subjects to exercise their rights under Data Protection Laws; or (ii) regulatory authorities, shall be at your cost on a time and materials basis;
7. at the choice of the controller, delete or return all the personal data to the controller after the end of the provision of services relating to processing, and delete existing copies save that ProSafe shall be entitled to retain Customer Personal Data where required by Data Protection Law or another applicable law, or where such data is required for ProSafe’s internal record keeping or where it is necessary for use in any legal proceedings; You must notify us of Personal Data that you wish to have returned or deleted within 30 days following the effective date of termination; and
8. make available to the controller all information reasonably necessary to demonstrate compliance with the obligations laid down in Article 28 of the EU Data Protection Laws and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller (in each case at the controller’s cost). Any assistance provided by us to you to demonstrate compliance with Data Protection Laws shall be provided at your cost. The timing, scope and duration of any audit shall be mutually agreed by the parties. You shall not be entitled to carry out audits more than once in any 12 month period, other than where a data security incident has taken place, you shall be entitled to carry out an additional audit within 30 days of ProSafe notifying you of such security incident. You shall ensure that any third party auditor appointed by you is (i) not a competitor of ProSafe; and (ii) is committed to appropriate confidentiality obligations. You and/or any third-party auditor shall comply with ProSafe’s standard policies and procedures when accessing ProSafe’s premises or systems.

EU International Transfers

1. With respect to any EU International Transfers, ProSafe acting on its own behalf and as agent for each ProSafe affiliate and you acting on your own behalf and as agent for each of your affiliates, hereby enter into the EU Standard Contractual Clauses incorporating: (i) the general clauses (Clauses 1-6); (ii) Modules One (Transfer Controller to Controller), Two (Transfer Controller to Processor), and Four (Transfer Processor to Controller) as applicable and the relevant options as specified in the table set out in this section 3 of this Appendix 2; and (iii) with the Annexes populated as set out below:

• Annex I of the EU Standard Contractual Clauses shall be pre-populated with the details set out in section 4 of this Appendix 2; and
• Annex II of the EU Standard Contractual Clauses: ProSafe’s technical and organizational measures are described at [https://www.prosafehotels.com/data-security-plan-2]

1. The EU Standard Contractual Clauses shall come into effect upon commencement of an EU International Transfer.

Prior to the commencement of any EU International Transfer to or from a sub-processor, ProSafe will use its reasonable endeavors to enter into the EU Standard Contractual Clauses with such sub-processor, incorporating the general Clauses (Clauses 1-6) and Module 3 (Transfer Processor to Processor).

EU Standard Contractual Clauses: Modules and options

1. For the purposes of section 2 of Appendix, the parties agree that the following Modules and Options of the EU Standard Contractual Clauses shall be deemed to be incorporated:

Clause 7 (Docking clause)

Clause 7 shall not be incorporated.

Clause 8 (Data protection safeguards)

Modules One, Two and Four.

Clause 9 (Use of sub-processors)

Module Two, Option 2, and the specific time period shall be as set out in section 1(d) of this Appendix 2.

Clause 10 (Data subject rights)

Modules One, Two and Four.

Clause 11 (Redress)

Module One and Two, and the Option in Clause 11(a) shall not be incorporated.

Clause 12 (Liability)

Modules One, Two and Four.

Clause 13 (Supervision)

Module One and Two, incorporating all paragraphs of Clause 13(a) as applicable.

Clause 14 (Local laws and practices affecting compliance with the Clauses)

Modules One, Two and Four.

Clause 15 (Obligations of the data importer in case of access by public authorities)

Modules One, Two and Four.

Clause 16 (Non-compliance with the Clauses and termination)

For Clause 16(d) the relevant parts for Modules One, Two and Four.

Clause 17 (Governing law)

Modules One and Two, Options 1 and 2 as applicable and the law inserted shall be the laws of the EU Member State in which the data exporter is established, save that: (i) where such laws do not allow for third-party beneficiary rights; or (ii) the data exporter is not established in an EU Member State, the law inserted shall be the laws of Ireland.

Module Four and the law inserted shall be the laws of the country stated in the governing law clause of the Agreement, save that where such law does not allow for third-party beneficiary rights, the law inserted shall be the laws of Ireland.

Clause 18 (Choice of forum and jurisdiction)

Modules One and Two and the courts inserted shall be the courts in the Member State referred to in Clause 17 (Governing law); and

Module Four and the country inserted shall be the country stated to have jurisdiction in the Agreement, save that where the laws of that country do not allow for third-party beneficiary rights, the country inserted shall be the law of Ireland.

Details of data processing

1. For the purposes of section 2 of this Appendix 2, the parties agree that Annex I of the EU Standard Contractual Clauses shall be pre-populated with the following details:

List of parties

Data Exporter:

Name: the person or entity agreeing to these terms.

Address: as set out in your Order Form(s).

Contact person’s name, position and contact details: as set out in your Order Form(s).

Activities relevant to the data transferred under these Clauses: as set out in the Agreement.

Role (controller/processor): controller.

Data importer(s):

Name: ProSafe.

Address: as set out in your Order Form(s).

Contact person’s name, position and contact details: as specified at [SITE]

Activities relevant to the data transferred under these Clauses: as set out in the Agreement.

Role (controller/processor): controller and/or processor, as applicable.

Description of transfer

Categories of data subjects whose personal data is transferred: the data subjects may include your customers, employees, suppliers and end-users as further set out in the relevant Privacy Policy, available here: [https://www.prosafehotels.com/privacy-policy-2].

Categories of personal data transferred: Customer Personal Data as further set out in relevant Privacy Policy, available here: [https://www.prosafehotels.com/privacy-policy-2].

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: no sensitive data shall be transferred by the data exporter to the data importer, and as per the Agreement including without limitation and where relevant ProSafe’s technical and organizational security measures are described at [https://www.prosafehotels.com/data-security-plan-2].

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis): continuous unless otherwise specified in the Agreement.

Nature of the processing: data hosting, storage and such other services as are described in the Agreement.

Purpose(s) of the data transfer and further processing: the purpose of the data processing is the provision of the Services under the Agreement.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: personal data will be retained until such time as you notify ProSafe that you would like the personal data returned to you or deleted in accordance with the Agreement.

For transfers to (sub-) processors, also specify the subject matter, nature and duration of the processing:

• subject matter of the processing is the processing of Customer Personal Data in connection with the performance of the Agreement;
• nature of processing is as described in the Agreement; and
• the duration of the processing is determined by you, subject to the other provisions of the Agreement.

Competent supervisory authority

The competent supervisory authority in the EU Member State in which the data exporter is established and, in the event that the data exporter is not established in an EU Member State, the data protection authority of Ireland.

UK International Transfers

1. With respect to any UK International Transfers, you acting on your own behalf and as agent for each of your affiliates (each as “data exporter”) and ProSafe acting on its own behalf and as agent for each ProSafe affiliate (each as “data importer”) hereby enter into the UK Addendum in respect of any UK International Transfer from you or your affiliate to ProSafe or a ProSafe affiliate.
2. The UK Addendum shall come into effect upon commencement of a UK International Transfer.

Prior to the commencement of any UK International Transfer to or from a sub-processor, ProSafe will use its reasonable endeavors to enter into the EU Standard Contractual Clauses and the UK Addendum with such sub-processor, incorporating the general Clauses (Clauses 1 – 6) and Module 3 (Transfer Processor to Processor).

California Data Protection Laws

1. Where ProSafe acts as service provider and processes personal information of California residents on your behalf pursuant to the California Data Protection Laws, ProSafe shall process Customer Personal Data for the purpose of providing the Services to you.
2. ProSafe agrees that it shall not: (i) sell or share Customer Personal Data; (ii) retain, use, or disclose Customer Personal Data for any purpose, including a commercial purpose, other than for the business purposes specified in this Agreement; (iii) retain, use, or disclose Customer Personal Data outside of the business relationship between ProSafe and you; or (iv) combine personal information with Customer Personal Data that ProSafe receives from or on behalf of another person or collects from its own interaction with data subject, unless, for (ii), (iii), or (iv) above, as otherwise permitted of a service provider by California.

A. The ProSafe Panic Button Solution Addendum

Your use of the ProSafe Panic Button is subject to the terms of this Agreement, as well as the additional terms set out in this ProSafe Panic Button Solution Addendum.

Your use of the ProSafe Panic Button is subject to the terms of this Agreement, as well as the additional terms set out in this ProSafe Panic Button Solution Addendum.

1. The ProSafe Panic Button Services
2. ProSafe is  the creator of a web and mobile application for a variety of commercial monitoring solutions, including the ProSafe “Panic Button Solution.”
3. ProSafe’s “Panic Button Application” is a mobile and web-based location application that, when engaged on an Approved Mobile Device, provides near real-time NFC-RFID location information and audio/visual data of incidents. 
4. An “Approved Mobile Device” is any internet-enabled, personal mobile device, capable of downloading and operating the Panic Button Application that is listed on Provider’s list of approved mobile devices. An Approved Mobile Device is not included with the Panic Button Solution, and must be purchased or provided separately. The Panic Button Mobile Device is only available on approved mobile devices. 
5. The Panic Button Solution is the Panic Button Application properly installed on an Approved Mobile Device.
6. You must coordinate testing of the alert notifications with ProSafe, and the Panic Button Solution will not work until such testing is successfully completed. 
7. Subject to the limitations set forth herein, when the Panic Button feature of the Panic Button Application is pressed on an Approved Mobile Device and a network connection is available, the Panic Button Application will:
8. begin audio/visual recording locally onto the Approved Mobile Device; 
9. locally record the location of the Approved Mobile Device onto the Approved Mobile Device; and
10. relay recorded audio/visual and location information to Provider and to Customer’s designated recipients. 
11. The Panic Button Application will transmit information in the manner selected by Authorized User during the Panic Button Application set-up.
12. You acknowledge and agree that:
13. you are using the Panic Button Solution at your own risk;
14. the Panic Button Solution is not a substitute for professional advice; 
15. you are solely responsible for the use of the Panic Button Solution, including compliance with workplace surveillance, tracking and monitoring laws, and agree that use of the Panic Button Solution is only part of establishing a safe system of work;
16. the panic alert functionality provided as part of the Panic Button Solution (“Panic Alert”), is a secondary tool provided for your convenience. The Panic Alert is not intended to be used as the sole tool in an emergency situation, including in a medical emergency or where there is an immediate threat to health, life, or safety. The Panic Alert does not assure that events have been successfully managed or resolved. You are encouraged, and agree whenever possible, to use all other safety and medical devices and techniques available to you for the protection of you and your personnel;
17. the operation of the Panic Button Solution is reliant on the accuracy of the information linked to it, and the provision of inaccurate or incomplete information by you may affect the use, output and operation of the Panic Button Solution. You are solely responsible for ensuring that:
18. any information you provide to us, or we request from you, for the Panic Button Solution set up, is complete and accurate and you are authorized to provide this information to us;
19. all information in connection with the Panic Button Solution is kept up-to-date; and
20. the Panic Button Solution is tested on set up and on a regular basis.
21. there are limitations to the Panic Button Solution, and that in addition to these limitations, the Panic Button Solution may also be reliant on and we have no responsibility for:
22. any hardware you choose to use in connection with the Panic Alert, including any Approved Device;
23. the provision of cellular data services;
24. wireless services or other internet connectivity services; or
25. the terms under which cellular service providers may offer those services. Cellular service providers may charge you for SMS, calls, or location services and other fees that we do not control (“Cellular Service Providers Fees”). You are solely responsible to pay any and all of these Cellular Service Providers Fees.
26. the Panic Alert should only be activated in test scenarios and in situations of actual or reasonably suspected duress. We reserve the right in our sole discretion, with written notice to you, to suspend, limit, disconnect or terminate the Panic Alert in the event of ongoing abuse.

B. The ProSafe Panic Button Wearable Device Addendum

1. General
2. You may elect to purchase ProSafe Panic Button Wearable Devices from ProSafe by entering an Order for the supply of the relevant ProSafe Panic Button Wearable Device. If you place an Order for the supply of ProSafe Panic Button Wearable Devices, the terms of this ProSafe Panic Button Wearable Devices Product Addendum will apply to such Order.
3. ProSafe Panic Button Wearable Devices means the hardware devices that integrate with the ProSafe Panic Button Solution.
4. If you elect to purchase ProSafe Panic Button Wearable Devices from ProSafe, the supply by ProSafe of such ProSafe Panic Button Wearable Devices does not form part of the “Services” for the purposes of this Agreement, including without limitation, for the purpose of any warranties or indemnities provided by ProSafe in relation to the Services in the General Terms.
5. ProSafe Panic Button Wearable Devices supplied by ProSafe 
6. Fees for ProSafe Panic Button Wearable Devices will be payable in advance upon placing your Order.
7. In addition to the Fees payable for the relevant ProSafe Panic Button Wearable Devices upon placing the Order, you must pay to ProSafe shipping charges to be invoiced separately based on the cost incurred by ProSafe to send the ProSafe Panic Button Wearable Devices to your nominated locations with no mark up. For the avoidance of doubt, this may include the cost of shipping from the manufacturer to ProSafe.
8. Title in the ProSafe Panic Button Wearable Devices will not pass to you until ProSafe has received full payment for the ProSafe Panic Button Wearable Devices. If ProSafe does not receive payment for the ProSafe Panic Button Wearable Devices, title to the ProSafe Panic Button Wearable Devices will not pass to you.
9. Risk in the ProSafe Panic Button Wearable Devices will pass to you upon ProSafe delivering the ProSafe Panic Button Wearable Devices to your nominated location or your shipping agent. Once risk in the ProSafe Panic Button Wearable Devices passes, you are solely responsible for the ProSafe Panic Button Wearable Devices.
10. Warranty
11. We will take all reasonable steps to facilitate a warranty claim for the ProSafe Panic Button Wearable Device and will use commercially reasonable efforts to pass through any warranties provided by the manufacturer of any ProSafe Panic Button Wearable Device supplied by ProSafe to you. You acknowledge and agree that the ProSafe is not the manufacturer of the ProSafe Panic Button Wearable Device and ProSafe is not liable for the manufacturer’s warranty. In the event that you wish to make a warranty claim against the manufacturer, ProSafe will provide commercially reasonable efforts to assist you in making such claim.
12. You will be eligible for a warranty for the period that is twelve 12 months after you have received the ProSafe Panic Button Wearable Device (“Warranty Period”).
13. Review and Acceptance 
14. To make a claim under warranty, you must:
15. notify ProSafe by email as soon as you become aware of the non-compliance of the ProSafe Panic Button Wearable Device with the specifications (“Defect”), and in any event, within 14 days of when you become aware of the Defect;
16. if ProSafe asks you to, return the ProSafe Panic Button Wearable Device together with all packaging, parts, accessories, documentation and proof of purchase to the contact details set out below;
17. if ProSafe asks you to, provide evidence of proof of purchase of the ProSafe Panic Button Wearable Device from ProSafe; and
18. provide any other information reasonably required by ProSafe to assess your claim.
19. If you return the ProSafe Panic Button Wearable Device as part of a warranty claim under this section, and ProSafe finds the ProSafe Panic Button Wearable Device is covered by the warranty, ProSafe will refund the associated and reasonable costs of you returning the ProSafe Panic Button Wearable Device to ProSafe, subject to you providing proof of such costs.
20. Subject to your satisfaction of the requirements in section 4(a) of this ProSafe Panic Button Wearable Device Addendum, ProSafe will notify you of ProSafe’s determination as to whether your claim is valid under warranty, and if so, the process in section 4(d) of this ProSafe Panic Button Wearable Device Addendum will apply. To the maximum extent permitted by law, any determination ProSafe makes will be final and binding.
21. Subject to the terms of this ProSafe Panic Button Product Addendum, and without limiting your statutory rights, ProSafe will use its reasonable commercial endeavors to remedy any Defect in the ProSafe Panic Button Wearable Device during the Warranty Period at its cost. ProSafe may, at its discretion, elect to:
22. repair or replace the Defective part (or all) of the ProSafe Panic Button Wearable Device; or
23. issue a full or partial refund to you with respect to any amount paid for the Defective part (or all) of the ProSafe Panic Button Wearable Device, which, to the maximum extent permitted by law, will be your sole and exclusive remedy in relation to the Defect.
24. If any materials, parts or features required to facilitate any repair or replacement pursuant to section 4(d)(i) are unavailable or no longer in production, or the model of ProSafe Panic Button Wearable Device is no longer available or in production, ProSafe will use its reasonable commercial endeavors to use appropriate equivalent materials, parts, features or model.
25. To the maximum extent permitted by law, the warranty does not cover, and ProSafe will have no liability, and you waive and release ProSafe from any liability (under warranty or otherwise), in relation to any Defect which is caused (or partly caused) or contributed to, by any:
26. act or omission, accident, or negligence by you or any third party not engaged by ProSafe;
27. failure on your part to properly maintain the ProSafe Panic Button Wearable Device in accordance with any of our instructions or guidelines (including any manual);
28. failure on your part to follow any instructions or guidelines (including any manual) provided by ProSafe or the manufacturer in relation to the ProSafe Panic Button Wearable Device;
29. use of the ProSafe Panic Button Wearable Device otherwise than for any application or use specified by ProSafe or the manufacturer;
30. continued use of the ProSafe Panic Button Wearable Device (where such use is not reasonable) after any Defect in the ProSafe Panic Button Wearable Device becomes apparent or would have become apparent to a reasonably prudent person;
31. failure by you to notify ProSafe of any Defect in the ProSafe Panic Button Wearable Device within a reasonable period of time after you become aware of or ought to have reasonably become aware of the relevant Defect;
32. reasonable wear and tear to the ProSafe Panic Button Wearable Device; or
33. act of God or force majeure event (including but not limited to war, riot, invasion, act of terrorism, contamination, earthquake, flood, fire, or other natural disaster, or any other event or circumstance beyond ProSafe or the manufacturer’s reasonable control).
34. ProSafe will have no liability, and you waive and release ProSafe from any liability, for any delays (including any costs arising out of any delays) in providing any work or services (including repairs) under warranty, or in assessing any claim made by you under or in relation to a warranty claim.
35. Acknowledgements
36. You agree that the ProSafe Panic Button Wearable Devices are not medical equipment and they are not meant to provide you with medical assistance. As such, you release ProSafe, its affiliates, directors, agents, and employees from any and all liability associated with such use.
37. ProSafe reserves the right in its sole discretion to limit, disconnect or terminate the ProSafe Panic Button Wearable Device’s connection to the Subscription Services in the event of abuse.
38. The ProSafe Panic Button Wearable Devices may be reliant on and we have no responsibility for:
39. the compatibility of the ProSafe Panic Button Wearable Device with your hardware, including an Approved Device;
40. the provision of cellular data services;
41. wireless services or other internet connectivity services; or
42. the terms under which cellular service providers may offer those services. Cellular service providers may charge you for SMS, calls, or location services and other fees that we do not control (“Cellular Service Providers Fees”). You are solely responsible to pay any and all of these Cellular Service Providers Fees.
43. Your use of the ProSafe Panic Button Wearable Devices will be subject to the applicable agreement between you and the relevant third party manufacturer of the relevant ProSafe Panic Button Wearable Device. OTHER THAN AS EXPRESSLY STATED IN THIS AGREEMENT, PROSAFE DISCLAIMS ALL LIABILITY FOR THE PEOSAFE PANIC BUTTON WEARABLE DEVICES.
44. ProSafe Panic Button Wearable Devices – Bluetooth
45. You agree and acknowledge that the Bluetooth ProSafe Panic Button Device:
46. does not call or initiate calls to any emergency service center;
47. does not have a microphone or a speaker and has no voice communication functionality;
48. does not make or receive phone calls, or directly send SMS messages (it sends a signal to the ProSafe Panic Button application to initiate the alert events you have set up in the ProSafe Panic Button);
49. does not determine your location and relies on your smartphone’s location services to determine your location, (note that location information are estimates only and that GPS location services does not work indoors);
50. does not work under water;
51. does not work if your smartphone is out of network range (noting that there may also be service gaps within areas with good network coverage);
52. works only when it is connected to and is in close proximity to your smartphone;
53. may have a battery life indicator and that indicator is an estimate only and depends on how often the Bluetooth ProSafe Panic Button Wearable Device is activated;
54. has a range that is determined by its surrounding structure which can vary;
55. is intended to send an alert to your smartphone using Bluetooth communication to initiate the transmission of SMS messages and/or the placement of phone calls. The Bluetooth ProSafe Panic Button Wearable Device does not assure that events, including but not limited to check-in, duress, panic and man down have been successfully placed. You are encouraged to and agree whenever practical to use all other safety and medical devices and techniques available to you for your protection.

C. The ProSafe Approved Mobile Device and Data Addendum

1. General
2. You may elect to purchase an Approved Mobile Device and/or a SIM card and fail-safe data plan provided by Helix Wireless from ProSafe by entering an Order for the supply of the relevant ProSafe Approved Mobile Device and ProSafe Data Services. If you place an Order for the supply of ProSafe Approved Mobile Device and/or the ProSafe Data Services, the terms of this ProSafe Approved Mobile Device and Data Addendum will apply to such Order.
3. ProSafe Approved Mobile Device means the internet-enabled, personal mobile devices that are compatible with and capable of operating the ProSafe Panic Button Application purchased through ProSafe. 
4. ProSafe Data Services means the SIM card and fail-safe data plan provided by Helix Wireless and purchased through ProSafe. Your use of the Data Services is subject to Helix Wireless' terms and conditions available at https://helixwireless.co/privacy-policy ("Helix Wireless Terms").
5. If you elect to purchase ProSafe Approved Mobile Devices or ProSafe Data Services from ProSafe, the supply by ProSafe of such ProSafe Approved Mobile Devices or Data Services does not form part of the “Services” for the purposes of this Agreement, including without limitation, for the purpose of any warranties or indemnities provided by ProSafe in relation to the Services in the General Terms.
6. You must coordinate testing of the ProSafe Approved Mobile Device and ProSafe Data Services with ProSafe, and the solution will not be fully operational until such testing is successfully completed.
7. You acknowledge and agree that:
8. You are using the ProSafe Approved Mobile Device and ProSafe Data Services at your own risk.
9. The ProSafe Approved Mobile Device and ProSafe Data Services is not a substitute for professional advice.
10. You are solely responsible for the use of the ProSafe Approved Mobile Device and ProSafe Data Services, including compliance with all applicable laws and regulations.
11. The operation of the ProSafe Approved Mobile Device and ProSafe Data Services is reliant on the accuracy of the information linked to it, and the provision of inaccurate or incomplete information by you may affect the use, output, and operation of the solution.
12. There are limitations to the ProSafe Approved Mobile Device and ProSafe Data Services, and that in addition to these limitations, the solution may also be reliant on the terms under which Helix Wireless offers its services. Helix Wireless may charge you for data or other fees that ProSafe does not control ("Helix Wireless Fees"). You are solely responsible to pay any and all of these Helix Wireless Fees, including any data overage or roaming charges associated with your use of the ProSafe Data Services. 
13. ProSafe Approved Mobile Devices supplied by ProSafe and ProSafe Data Services supplied by Helix Wireless
14. Fees for ProSafe Approved Mobile Devices and each applicable SIM Card will be payable in advance upon placing your Order. ProSafe Data Services will be payable monthly with the Services and in accordance with your Order.
15. In addition to the Fees payable for the relevant ProSafe Approved Mobile Devices and SIM Card upon placing the Order, you must pay to ProSafe shipping charges to be invoiced separately based on the cost incurred by ProSafe to send the ProSafe Approved Mobile Devices to your nominated locations with no mark-up.
16. Title in the ProSafe Approved Mobile Devices will not pass to you until ProSafe has received full payment for the ProSafe Approved Mobile Devices SIM Card. If ProSafe does not receive payment, title to the ProSafe Approved Mobile Devices will not pass to you.
17. Risk in the ProSafe Approved Mobile Devices will pass to you upon ProSafe delivering the ProSafe Approved Mobile Devices to your nominated location or your shipping agent. Once risk in the ProSafe Approved Mobile Devices passes, you are solely responsible for the ProSafe Approved Mobile Devices.
18. Warranty
19. ProSafe or its designated supplier will take all reasonable steps to facilitate a warranty claim for the ProSafe Approved Mobile Device and will use commercially reasonable efforts to pass through any warranties provided by the manufacturer or supplier of any ProSafe Approved Mobile Device supplied by ProSafe to you. You acknowledge and agree that ProSafe is not the manufacturer of the ProSafe Approved Mobile Device and ProSafe is not liable for the manufacturer’s warranty.
20. Acknowledgements
21. You agree that the ProSafe Approved Mobile Devices and ProSafe Data Services are not medical equipment and are not meant to provide you with medical assistance. As such, you release ProSafe, its affiliates, directors, agents, and employees from any and all liability associated with any claims, damages, or losses that may arise from the use of ProSafe Approved Mobile Devices and ProSafe Data Services for medical purposes or in medical situations.
22. ProSafe reserves the right in its sole discretion to limit, disconnect or terminate the ProSafe Approved Mobile Device's connection to the Subscription Services in the event of abuse.
23. The ProSafe Mobile Device does not assure that events, including but not limited to check-in, duress, panic and man down have been successfully placed. You are encouraged to and agree whenever practical to use all other safety and medical devices and techniques available to you for your protection.
24. During the set-up of your ProSafe Panic Button Solution, ProSafe may advise you restrict application access on the ProSafe Mobile Device to the ProSafe application (in addition to any other necessary application) and “whitelist” WiFi capabilities rendering the ProSafe Data Services provided by Helix Wireless to be used only in the event WiFi services are disabled. You agree and acknowledge that in doing so, the ProSafe Mobile Device:
25. does not call or initiate calls to any emergency service center;
26. does not make or receive phone calls, or directly send SMS messages;
27. does not work under water;
28. does not work out of Helix Wireless’ network range (noting that there may also be service gaps within areas with good network coverage);
29. may have a battery life indicator and that indicator is an estimate only and depends on how often the ProSafe Mobile Device is activated;
30. You further acknowledge and agree that in not doing so your use of the ProSafe Mobile Devices and ProSafe Data Services are taken at your own risk. You may be subject to data overage charges in the event you fail to maintain WiFi connectivity.
31. Your use of the ProSafe Approved Mobile Devices and ProSafe Data Services will be subject to the Helix Wireless Terms. OTHER THAN AS EXPRESSLY STATED IN THIS AGREEMENT, PROSAFE DISCLAIMS ALL LIABILITY FOR THE PROSAFE APPROVED MOBILE DEVICES AND PROSAFE DATA SERVICES.