End User License Agreement

This End User License Agreement (the “Agreement”) is a binding agreement between you (“End User,” “Licensee,” “you,” or “your”) and Overwatch Consulting LLC DBA SafeTrekr (“SafeTrekr,” “Licensor,” “we,” “us,” and “our”). This Agreement governs your use of the SafeTrekr Portal through the SafeTrekr.com website and the SafeTrekr software (the “Software”). The Software is licensed, not sold, to you.

LICENSOR PROVIDES ACCESS TO THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY USING THE SOFTWARE AND CLICKING THE “ACCEPT” BUTTON, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) (1) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE OR OLDER, OR (2) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT ACCESS OR USE THE SOFTWARE OR DOCUMENTATION.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR'S SOFTWARE.

1. License Grant

Subject to your strict compliance with all terms and conditions set forth in this Agreement, SafeTrekr grants you a limited, non-exclusive, non-sublicensable, and non-transferable license during the term of this Agreement to:

Install, access, and use the Software only for the specific purposes identified herein; and
Install, access, and use the User Content made available in or otherwise accessible through the Software, strictly in accordance with this Agreement, and any additional terms applicable to such User Content as set forth in Section 6.

2. License Restrictions

You shall not:

Download, copy, or re-transmit any or all of the Software or the User Content without, or in violation of, a written license or agreement with SafeTrekr
Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable or copyrightable, of the Software or User Content
Use any data mining, robots or similar data gathering or extraction methods
Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof
Manipulate or otherwise display the Software by using framing or similar navigational technology
Register, subscribe, unsubscribe, or attempt to register, subscribe, or unsubscribe any party for any SafeTrekr service if you are not expressly authorized by such party to do so
Use the Software or the User Content other than for its intended purpose, as determined solely in SafeTrekr's discretion, including but not limited to, to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others, and/or to publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information
Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Software or User Content, including any copy thereof
Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, any features or functionality of the Software, or User Content to any third party for any reason except as expressly authorized herein, including by making the Software or User Content available on a network where it is capable of being accessed by more than one device at any time
Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Software or the User Content
Interfere with the security of, or otherwise abuse the Software or any system resources, services or networks connected to or accessible through the Software

3. Reservation of Rights

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

4. Collection and Use of Your Information

You acknowledge that when you download, install, or use the Software, SafeTrekr may use automatic means (including, for example, cookies and web beacons) to collect information about your device accessing the Software and about your use of the Software. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Software or certain of its features or functionality, and the Software may provide you with opportunities to share information about yourself with other users of the Software. All information we collect through or in connection with the Software is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through the Software, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

5. Third-Party Materials, Sites

The Software may include software, content, data, or other materials, including related documentation, that are owned by parties other than SafeTrekr and that are provided to you on licensee terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”). A list of all materials, if any, included in the Software and provided under Third-Party Licenses can be provided upon request and the applicable Third-Party Licenses are accessible via links therefrom. You are bound by and shall comply with all applicable Third-Party Licenses. Any breach by End User of any Third-Party License is also a breach of this Agreement.

The Software may provide, or third parties may provide, links to other sites and resources on the Internet. SafeTrekr has no control over such sites and resources, and SafeTrekr is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that SafeTrekr shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such hyperlinked site or resource. If you use the Software to access third party sites, you do so at your own risk and your use of such sites may be subject to such third party's terms.

6. User Content

The Software includes areas or services in which you or third parties create, post or store content on the Software. You are solely responsible for your use of such areas and use them at your own risk. By using the Software, you agree not to post, upload, transmit, distribute, store, create or otherwise publish through the Software any of the following:

Any photos, graphics, audio/visual content, messages, comment, data, information, text, music, sound, code or other material (“User Content”) that is unlawful, libelous, defamatory, obscene, pornographic, harmful to minors, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable
User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law
User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or contract right of any party. By posting any User Content, you represent and warrant that you have the lawful right to transmit, distribute and reproduce such User Content
User Content that includes any information or data that is deemed personal information, personal data, or private information of any third party under or subject to any applicable data protection law or regulation without the prior express written consent of SafeTrekr
User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity
Unsolicited promotions, political campaigning, advertising, junk mail, spam, chain letters, pyramid schemes or solicitations
Viruses, corrupted data or other harmful, disruptive or destructive files
User Content that, in the sole judgment of SafeTrekr, is objectionable or which restricts or inhibits any other person from using or enjoying the Software, or which adversely affects the availability of its resources to other users, or which may expose SafeTrekr or its users to any harm or liability of any type

Further, you agree not to delete or revise any User Content posted by any other user. SafeTrekr takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any other user, or for any loss or damage thereto, nor is SafeTrekr liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of User Content posted by another user is at your own risk.

You acknowledge and agree that SafeTrekr is not responsible for any User Content, licensed by you or otherwise, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. SafeTrekr does not assume and will not have any liability or responsibility to you or any other person or entity for any User Content. Although SafeTrekr has no obligation to screen, edit or monitor any of the User Content posted, SafeTrekr reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Software at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any User Content you post or store on the Software at your sole cost and expense. Any use of the Software in violation of the foregoing violates this Agreement and may result in, among other things, termination or suspension of your rights to use the Software.

You acknowledge and agree that SafeTrekr may access, use, disclose, or delete any information about you or your use of this Software, including without limitation any User Content to comply with the law or any legal process; protect and defend the rights or property of SafeTrekr; or to protect the safety of our company, employees, customers or the public.

If you post User Content to the Software, unless we indicate otherwise, you grant SafeTrekr and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. You grant SafeTrekr and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that (i) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Software; (ii) the User Content you post is accurate and not misleading; and (iii) use and posting of the User Content you supply does not violate this Agreement, will not violate any applicable laws, including without limitation laws governing intellectual property rights, and will not violate rights of or cause injury to any person or entity.

7. Intellectual Property

The Software is owned by SafeTrekr. Unless otherwise indicated, all of the content featured or displayed on the Software, including, but not limited to, photographic images, illustrations, graphics, data, text, moving images, sound, software, and the selection and arrangement thereof (“SafeTrekr Content”), is owned by SafeTrekr, its licensors, or its users. All elements of the Software, including the SafeTrekr Content, are protected by copyright, trade dress, moral rights, trademark and other laws relating to the protection of intellectual property.

We also appreciate any feedback or other suggestions about our services that you may submit to us, but you understand that we may use such feedback or suggestions without any obligation to compensate you for them.

You may not use a SafeTrekr logo or other proprietary graphic of SafeTrekr to link to the Software without the express written permission of SafeTrekr. Further, you may not frame any SafeTrekr trademark, logo or other proprietary information, including the SafeTrekr Content, without SafeTrekr's express written consent.

8. Payment

The Software may include functionality for you to pay your subscriptions. Payment processing services provided in the Software may be provided by a Third-Party payment processor and are subject to the applicable subscription agreement. As a condition of SafeTrekr enabling payment processing services through the Software, you agree to provide SafeTrekr accurate and complete information about you and your business, and you authorize SafeTrekr to share it and transaction information related to your use of any Third-Party payment processing services. If you believe that any payment transaction initiated by us is erroneous, or if you need more information about any such transaction, you should contact us as soon as possible.

9. Registration Data and Account Security

In consideration of your use of the Software, you agree to:

Provide accurate, current and complete information about you as may be prompted by any registration forms in the Software (“Registration Data”)
Maintain and promptly update the Registration Data, and any other information you provide to SafeTrekr, to keep it accurate, current and complete
Maintain the security of your password and identification
Notify SafeTrekr immediately of any unauthorized use of your account or other breach of security
Accept all responsibility for any and all activities that occur under your account
Accept all risks of unauthorized access to the Registration Data and any other information you provide to SafeTrekr

10. Mobile Device Service

The Software is available via a mobile device. To the extent you access the Software through a mobile device, your wireless service carrier's standard charges, data rates and other fees may apply. You should check with your carrier to find out what plans are available and how much they cost.

By using the Software, you agree that we may communicate with you regarding the Software by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Software may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your SafeTrekr account information to ensure that your messages are not sent to the person that acquires your old number.

11. Updates

SafeTrekr may from time to time in its sole discretion develop and provide Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that SafeTrekr has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your mobile device is connected to the internet either:

The Software will automatically download and install all available Updates; or
You may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Software or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Software and be subject to all terms and conditions of this Agreement.

12. Term and Termination

The term of this Agreement commences when you download or otherwise access the Software and will continue in effect until terminated by you or SafeTrekr as set forth in this section.

You may terminate this Agreement by deleting the Software and all copies thereof from your device, deactivating your account, and refraining from further use of the Software.
SafeTrekr may terminate this Agreement at any time without notice if it ceases to support the Software, which SafeTrekr may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
Upon termination: (i) all rights granted to you under this Agreement will also terminate; and (ii) you must cease all use of the Software and delete all copies of the Software from your device and deactivate your account.
Termination will not limit any of SafeTrekr's rights or remedies at law or in equity.

13. Disclaimer of Warranties

THE SOFTWARE AND USER CONTENT IS PROVIDED TO END USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SAFETREKR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND USER CONTENT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITATION TO THE FOREGOING, SAFETREKR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE OR USER CONTENT WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

14. Limitation of Liability

IN NO EVENT SHALL SAFETREKR, ITS DIRECTORS, MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SOFTWARE, USER CONTENT, THE SAFETREKR CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY END USER ON ANY INFORMATION OBTAINED FROM SAFETREKR, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO SAFETREKR'S RECORDS, PROGRAMS OR SERVICES.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SAFETREKR, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SOFTWARE OR USER CONTENT EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO SAFETREKR FOR ACCESS TO OR USE OF THE SOFTWARE.

15. Indemnification

You agree to indemnify, defend, and hold harmless SafeTrekr and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Software or User Content, your use or inability to use the Software or User Content, or your breach of this Agreement, including but not limited to the User Content you submit or make available through the Software, or of any representation or warranty contained herein, your unauthorized use of any User Content, or your violation of any rights of another.

16. Notice and Procedure for Making Claims of Infringement

SafeTrekr respects the copyright of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide a written communication addressed to our designated agent as follows:

Ha H. Kummerfeld, PLLC
Attention: Copyright Agent

If you file a notice with our designated agent, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3), which includes the following information:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest
Description of the copyrighted work or other intellectual property that you claim has been infringed
A description of where the material that you claim is infringing is located on the Software
Your address, telephone number, and email address
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf

If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

Your physical or electronic signature
Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court located within Smith County, Texas and a statement that you will accept service of process from the person who provided notification of the alleged infringement

If a counter-notice is received by the Copyright Agent, SafeTrekr will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at SafeTrekr's sole discretion.

In accordance with the DMCA and other applicable law, SafeTrekr has adopted a policy of terminating, in appropriate circumstances and at SafeTrekr's sole discretion, members who are deemed to be repeat infringers. SafeTrekr may also at its sole discretion limit access to the Software and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

17. Severability

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original terms and all other provisions of this Agreement will continue in full force and effect.

18. Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Software shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in Smith County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

19. Limitation of Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

20. Entire Agreement

This Agreement and our Privacy Policy constitute the entire agreement between you and SafeTrekr with respect to the Software and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Software.

21. Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

22. Changes to Agreement

SafeTrekr reserves the right to change any of the terms and conditions contained in this Agreement or any policy or guideline of the Software, at any time and in its sole discretion. When we make changes, we will revise the “last updated” date at the top of the Agreement. Any changes will be effective immediately upon posting on the Software. Your continued use of the Software following the posting of changes will constitute your acceptance of such changes. We encourage you to review the Agreement whenever you use the Software.