Terms Of Use

These Terms of Use (these "Terms") are made by and between Emergency IQ, Inc., a Delaware corporation ("First HQ"), and you, as an individual visitor to or user of the Site (as defined below). These Terms set forth the general terms and conditions of User's access to and use of First HQ's website, mobile application, web app and hosted software applications (collectively, the "Site"). If you are accessing the Site as an authorized employee or service provider to an enterprise customer of the Site (a "Customer") pursuant to a separate agreement between First HQ and such Customer (an "Enterprise Agreement"), the terms of the Enterprise Agreement will supersede any conflicting terms set forth herein.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT USER UNDERSTANDS EACH PROVISION.

BY USING THE SITE, YOU REPRESENT, ACKNOWLEDGE AND AGREE THAT YOU ARE AT LEAST 18 YEARS OF AGE, OR IF YOU ARE UNDER THE AGE OF 18 BUT ARE AT LEAST 13 YEARS OLD (A “MINOR”), THAT YOU ARE USING THE SITE WITH THE CONSENT OF YOUR PARENT OR LEGAL GUARDIAN AND THAT YOU HAVE RECEIVED YOUR PARENT’S OR LEGAL GUARDIAN’S PERMISSION TO THE SITE AND AGREE TO THESE TERMS. IF YOU ARE A PARENT OR LEGAL GUARDIAN OF A MINOR, YOU HEREBY AGREE TO BIND THE MINOR TO THESE TERMS AND TO FULLY INDEMNIFY AND HOLD HARMLESS FIRST IQ IF THE MINOR BREACHES ANY OF THESE TERMS. IF YOU ARE NOT AT LEAST 13 YEARS OLD, YOU MAY NOT ACCESS OR USE THE SITE.

USER ACKNOWLEDGEMENT

User acknowledges that, as the Site changes, User may be required to agree to additional terms and conditions as a condition to User's continued use of the Site. User further acknowledges that First HQ may change the terms and conditions applicable to use of the Site at any time, and, if required by law, First HQ will obtain User's agreement to such changed terms and conditions. The Site is at all times subject to the then-current version of these Terms. The updated version will be indicated by an updated "Last Revised" date, and the updated version will be effective as soon as it is accessible on the Site. Should User refuse to accept the current Terms, User must immediately discontinue use of the Site, and First HQ may immediately terminate User's access to and use of the Site.

ACCESS AND USE

User shall not (1) access or use the Site for any purpose other than personal or family use or in connection with User's employment with or service to the applicable Customer; or (2) access or use the Site in any unlawful manner or in violation of these Terms.

User understands, acknowledges and agrees that:

• First HQ may at any time, in its sole and absolute discretion, without notice, for any reason or no reason, terminate User's access to the Site.
• The Site is provided solely as a convenience to User.
• First HQ is not responsible for and shall not be held liable for the acts or omissions of User.
• First HQ does not guarantee or warrant that any part of the Site is free of viruses or other harmful code. User must take appropriate precautions, such as use of anti-virus software, to protect User's computer hardware and software.
• First HQ may, but has no obligation to, monitor communications or data transmitted through the Site, and First HQ shall not be responsible for the content of any such communications or transmissions.
• User has obtained all necessary authorizations and consents required by law, if any, to upload any content or data to the Site.
• User shall comply with applicable law at all times when using the Site.
• Any unlawful, harassing or other inappropriate behavior may result in the immediate suspension or termination of User's access to the Site, with or without notice, at First HQ's sole discretion.
• User is responsible for obtaining User's own hardware, software and services (such as computers, mobile devices, web browsers and Internet access) necessary to access and use the Site and for payment of all fees involved in obtaining such hardware, software and services.
• If User is provided with login credentials, such as username and password, for any portion or functionality of the Site, User shall be solely responsible for safeguarding User's login credentials. User must immediately notify First HQ if User's login credentials are compromised. First HQ has no liability for any loss, claim, or other damages that result from unreported, unauthorized use of User's login credentials.
• If User is or is suspected to be in breach of these Terms, as determined by First HQ in its sole discretion, First HQ shall have the right to immediately terminate User's access to the Site without liability to User or any third-party.
• By using the Site, User acknowledges that User has read and understood the terms of First HQ's Privacy Policy, which is incorporated into these Terms by this reference.
• Using the Site, or receiving messages related to the Site, on mobile devices may cause User to incur messaging or data charges with User's wireless provider. First HQ has no control over such charges, and if User does not wish to incur such charges, User should stop using the mobile features (as applicable).

INTELLECTUAL PROPERTY RIGHTS

All materials comprising the Site, including without limitation, the logos, design, text, graphics, other files, and the selection and arrangement thereof are either owned by First HQ or are the property of First HQ's suppliers or licensors or other companies. User may not use such materials independent of User's permitted use of the Site without First HQ's express written permission. First HQ's names, logos, and all related names, logos, brands, product and service names, designs and slogans, and any and all variations thereof, are trademarks of First HQ or its affiliates or licensors. Page headers, custom graphics, button icons and scripts are trademarks or trade dress First HQ owns. User may not use any of these trademarks, trade dress, or trade names independent of User's permitted use of the Site without First HQ's express written permission.

THIRD PARTY WEBSITES

The Site may contain links to other websites on the Internet that are owned and operated by third parties (including Customer), which are provided for User's convenience only. First HQ does not control the information, products or services available on any third party websites. The inclusion of any link does not imply First HQ's endorsement of the applicable website or any association with the website's operators. Because First HQ has no control over such websites and resources, User agrees that First HQ is not responsible or liable for the availability or the operation of such external websites, for any material located on or available from any such websites or for the protection of User's data privacy by third parties (other than third party service providers to First HQ). If User decides to access any of the third party websites linked to or referred to in the Site, User does so entirely at User's own risk and subject to the terms and conditions of use for such third party websites. Any dealings with such third parties are solely between User and the applicable third party. User further agrees that First HQ shall not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such material available on or through any such site.

INDEMNIFICATION

User agrees to defend, indemnify and hold harmless First HQ, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any actual or alleged claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including attorneys' fees) arising out of or relating to User's violation of these Terms or User's use of the Site other than as expressly authorized in these Terms.

DISCLAIMER OF WARRANTIES

BY USING THE SITE, USER ACKNOWLEDGES AND AGREES THAT THE SITE IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY, AND USER UNDERSTANDS THAT FIRST HQ CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE SITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. USER IS RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY USER'S PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE SITE FOR ANY RECONSTRUCTION OF ANY LOST DATA. FIRST HQ WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL OF SERVICE ATTACK, VIRUS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT USER'S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIALS DUE TO USER'S USE OF THE SITE OR TO USER'S DOWNLOADING OF ANY MATERIAL POSTED ON THE SITE OR ANY OTHER SITE LINKED TO OR REFERRED TO IN OR ON THE SITE.

USER'S USE OF THE SITE, AND ANY PRODUCTS OR SERVICES OBTAINED THEREBY, IS AT USER'S SOLE RISK. THE SITE, AND ANY PRODUCTS OR SERVICES OBTAINED THEREBY, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER FIRST HQ NOR ANY PERSON ASSOCIATED WITH FIRST HQ MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER FIRST HQ NOR ANYONE ASSOCIATED WITH FIRST HQ REPRESENTS OR WARRANTS THAT THE SITE, OR ANY PRODUCTS OR SERVICES OBTAINED THEREBY, WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE, OR ANY PRODUCTS OR SERVICES OBTAINED THEREBY, WILL OTHERWISE MEET USER'S NEEDS OR EXPECTATIONS.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, FIRST HQ HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

EXCLUSION OF DAMAGES

USER ACKNOWLEDGES AND AGREES THAT FIRST HQ IS ONLY WILLING TO PROVIDE ACCESS TO THE SITE IF USER AGREES TO CERTAIN LIMITATIONS ON FIRST HQ'S LIABILITY TO USER AND TO THIRD PARTIES. USER UNDERSTANDS THAT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL FIRST HQ OR FIRST HQ'S OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, LOSS OF OPPORTUNITIES, BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO USER'S USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SITE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. FIRST HQ WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE SITE OR FOR ANY INFORMATION APPEARING ON ANY OTHER WEBSITE LINKED TO ON OR BY THE SITE. IF USER IS DISSATISFIED WITH ANY PORTION OF THE SITE, USER'S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE. FIRST HQ'S TOTAL LIABILITY TO USER FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE IS LIMITED, IN THE AGGREGATE, TO THE GREATER OF (1) THE TOTAL AMOUNT PAID BY USER TO FIRST HQ IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT FIRST GIVING RISE TO FIRST HQ'S LIABILITY OR (2) FIFTY DOLLARS ($50.00). CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY. TO THE EXTENT THAT FIRST HQ MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF FIRST HQ'S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

FORCE MAJEURE

User acknowledges and agrees that, without limiting any other terms or conditions of these Terms, if First HQ is unable to provide the Site as a result of a force majeure event, First HQ will not be in breach of any of its obligations under these Terms. A force majeure event means any event beyond the control of First HQ. FIRST HQ SHALL NOT HAVE ANY LIABILITY TO USER, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR FAILING TO PERFORM ITS OBLIGATIONS UNDER THESE TERMS TO THE EXTENT THAT SUCH FAILURE IS A DIRECT OR INDIRECT RESULT OF A FORCE MAJEURE EVENT.

DOMESTIC USE

First HQ controls the Site and provides the Site from its offices within the United States. First HQ makes no representation that the Site or its content (including, without limitation, any products or services available on or through the Site) are appropriate or available for use in other locations. Users who access the Site from outside the United States do so on their own initiative and must bear all responsibility for compliance with local laws, if applicable. Further, the United States export control laws prohibit the export of certain technical data and software to certain territories. No content from the Site may be downloaded in violation of United States law.

GOVERNING LAW AND JURISDICTION

The offer and acceptance of these Terms is deemed to have occurred in the State of Delaware. All matters relating to the Site, these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Subject to the provisions regarding arbitration below, any legal suit, action or proceeding arising out of, or related to, the Site or these Terms shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in New Castle County. User waives any and all objections to the exercise of jurisdiction over User by such courts and to venue in such courts.

ARBITRATION; WAIVER OF JURY TRIAL

At First HQ's sole discretion, First HQ may require User to submit any disputes arising from or relating to the Site or these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law and taking place in Wilmington, Delaware. ARBITRATION PROCEDURES ARE TYPICALLY SUBJECT ONLY TO VERY LIMITED REVIEW BY A COURT. IN THE EVENT ANY LITIGATION SHOULD ARISE BETWEEN FIRST HQ AND USER IN ANY STATE OR FEDERAL COURT IN A SUIT TO VACATE OR ENFORCE AN ARBITRATION AWARD OR OTHERWISE, USER HEREBY WAIVES ALL RIGHTS TO A JURY TRIAL, INSTEAD ELECTING THAT THE DISPUTE BE RESOLVED BY A JUDGE. Notwithstanding the foregoing, First HQ will have the right to seek injunctive or other equitable relief in any state or federal court to enforce these Terms or prevent an infringement of a third party's rights. In the event such equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such courts.

WAIVER OF CLASS OR CONSOLIDATED ACTIONS

BY ENTERING INTO THESE TERMS, USER HEREBY IRREVOCABLY WAIVES ANY RIGHT USER MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY.

LIMITATION OF ACTIONS

User acknowledges and agrees that, regardless of any statute or law to the contrary, any claim or cause of action User may have arising out of, relating to, or connected with the Site or these Terms must be filed within one calendar year after such claim or cause of action first arises, or forever be barred.

PERSONAL INFORMATION; COMMUNICATING WITH YOU

All personal information we collect through Site is subject to our Privacy Policy. By using the Site, you consent to all actions taken by First HQ with respect to your personal information in compliance with the Privacy Policy. You hereby consent to receiving communications in any form from First HQ in connection with the Site, including but not limited to the following: by mail, by electronic mail, by telephone (landline or wireless), by website or in-app messaging, by push notification and by text messages (i.e., SMS and/or MMS communications). Furthermore, you hereby consent to receiving calls or text messages from First HQ in connection with the Site made to wireless telephone numbers that are automatically dialed and/or include pre-recorded messages.

ADDITIONAL TERMS

These Terms contain the entire understanding between User and First HQ regarding the use of the Site and supersede all prior and contemporaneous agreements and understandings, written or oral, between User and First HQ relating thereto. These Terms will be binding upon each party hereto and its successors and permitted assigns. These Terms and all of User's rights and obligations under them shall not be assignable or transferable by User without First HQ's prior written consent. No failure or delay by a party in exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision of these Terms, all of which will remain in full force and effect. Even after User's rights under these Terms are terminated, all provisions of these Terms which by their nature should survive, will survive, including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability.

COMMENTS AND QUESTIONS

All feedback, comments, and other communications relating to the Site or these Terms should be directed to First HQ at the following email address: info@firsthq.com.