The License Agreement (“Agreement”) is between you as a “Subscriber” of My Emergency Network (MyEnet) Software-As-A-Service (SAAS) membership emergency communication services and Novatech FS, Inc., a Nevada Domestic Corporation, (“Company”) the provider of said My Emergency Network (MyEnet) SAAS membership emergency communication services (both entities being commonly known as the “Parties.”)

1.1 “Applicable Law” means any statute, ordinance, judicial decision, executive order, code, directive or regulation having the force and effect of law as applicable to either or both Parties extent applicable to a party, the MyEnet Membership Emergency Communication Services and the use thereof or, in connection with these Terms and Conditions.

1.2 “Company” means Novatech FS, Inc., a Nevada Domestic Corporation.

1.3 “Content” means information, text, messages, pictures and other content contained in an Alert or otherwise sent by SUBSCRIBER through MyEnet services or preloaded by Subscriber  onto  the MyEnet Services.

1.4 “Fees” means any fees due for the MyEnet Services referred to herein.

1.5 “Sensitive Data” means any personally identifiable information relating to health/genetic or biometric information; religious beliefs or affiliations; political opinions or political party membership; labor or trade union membership; sexual preferences, practices or marital status; national, racial or ethnic origin; philosophical or moral beliefs; criminal record, investigations or proceedings or administrative proceedings; financial, banking or credit data; date of birth; social security number or other national id number, drivers’ license information; or any other “sensitive data” category specifically identified under any Applicable Laws.

1.6 “Subscriber” means, any authorized users of the applicable Subscription Services.

1.7 “Subscriber Alert” means an emergency alert transmitted through the MyEnet SAAS Emergency Communication Services to Subscriber Contact to notify the said Subscriber Contact of an emergency regarding the Subscriber.  

1.8 “Subscriber Contact” means a Subscriber designated individual recipient only capable of receiving and responding to Subscriber Alerts.

1.9 “Subscription Services” means MyEnet’s SAAS membership emergency communication services or Software-As-A-Service (SAAS), internet-based and accessed service(s) as licensed by the Company to the Subscriber and others under the present agreement.

1.10 “Standard Personal Information” means name, business contact details (work telephone number, cell phone number, email address and office address and location), personal contact details (home telephone number, cell phone number, other telephone, email address, and physical address), geolocation, and employee ID or other non-personally identifying ID number.

1.11 “Term” means the time period of the Subscription Service.

 

2.1 Access to the Subscription Services. During the term of this Agreement and subject to Subscriber’s compliance with the Agreement, Company grants Subscriber a non-exclusive, personal, non-transferable, revocable license to access and use the Subscription Services for Subscriber’s emergency communication needs.

2.2 License Limitations. Subscriber shall not, nor permit any others under Subscriber’s  control to: (i) decompile, disassemble, modify, or otherwise reverse engineer or attempt to discover any source code of any component of the Subscription Services; (ii) transfer, sublicense, assign, distribute, rent sell or provide access to the Subscription Services; (iii) upload or provide any content, information or materials that are defamatory, offensive, abusive, or that which may otherwise violate the privacy or intellectual property rights. 

2.3 Acceptable Use. Subscriber shall ensure that Subscriber’s use of the Subscription Services in accordance with all Applicable Laws.

2.4 Subscriber Data and Standard Personal Information. Subscriber represents and warrants that Subscriber has the right and authority to provide Company. with the Content and any Standard Personal Information for use in connection with the Subscription Services.  Subscriber grants Company a non-exclusive, worldwide, transferable, royalty-free and fully paid license to use and disclose to third parties the Content and Standard Personal Information as well as “Sensitive Data” as needed to provide the Subscription Services.

3.1 Collection and Use of Information. The Parties acknowledge that the Company through Subscription Services may collect and aggregate certain de-identified information and data regarding the use and operation of the Subscription Services by Subscriber. Subscriber agrees that Company may utilize such information and data as well as any Subscriber data, suggestions or other recommendations (collectively, "Information") for any lawful business purpose, without a duty of accounting to Subscriber so long as such Feedback does not identify Subscriber or any Subscriber provided Content or Contacts. No compensation shall be paid with respect to Company’s use of Feedback.

 

4.1 Subscriber’s Obligations  In using the Subscription Services in an emergency situation, Subscriber will always first attempt to directly contact by voice communications (e.g., phone call) with respective 911 emergency services, emergency response providers or both to resolve the emergency situation effecting the Subscriber before accessing Subscription Services.  Subscriber understands and agrees that Subscription Services as provided under this Agreement may be used to augment, not replace, Subscribers initial obligation to attempt direct voice telecommunication with respective 911 emergency services, emergency response providers or both to resolve the emergency situation affecting the Subscriber.  

 

Subscriber will manage Subscriber’s telephone service provider account and other such accounts as required to allow the Subscription Services to locate and communicate with Subscriber’s mobile smart device (e.g., a mobile smart device having telecommunications capability)  to ensure that subscriber any necessary short message/messaging service (SMS) text messaging or data plans enabled on your mobile telephone service provider account as required by Subscriber’s Services operations.  Subscriber will ensure that Subscriber’s mobile smart device is kept updated with latest operating software, Subscriber will ensure that Subscribers telecommunication account(s) and mobile smart device’s location privacy options are configured to allow Subscription Services to retrieve Subscriber’s location, and that any software required to support Subscription Services’ location capability is properly installed and maintained on Subscriber’s mobile smart device.

4.2 Provided Subscriber Service  The Subscriber Service is generally designed to facilitate Subscriber’s non-initial communications in an emergency with 911 emergency services, emergency response providers, and Subscriber Contacts.  The Company may provide to Subscriber under this Agreement through Subscription Services: 1) text/SMS messaging to 911 emergency services, emergency response providers or both; 2) text/SMS message status feedback to the Subscriber if text-to-911 emergency services is NOT available to 911 emergency services, emergency response providers or both, 3) conversion of text/SMS to voice message and transmission of said voice message to 911 emergency services, emergency serve providers or both; 4) determination of Subscriber’s location and transmission of said location information to 911 emergency services, emergency response providers or both to assist in bringing emergency response providers to Subscriber’s location, and 5) sending Subscriber's personal pre-loaded emergency information through to one or more of 911 emergency services, emergency response providers and Subscriber’s Contacts. 

4.3 Limitations of Subscription Services The Subscriber understands and agrees that Subscription Services may not be able to locate all mobile smart devices. Furthermore, such devices which are location compatible may not be locatable by Subscription Services or the telephone service provider.  Subscriber understands that any Subscription Services provided subscriber location information may be approximate and does not guarantee Subscriber location identification results. A variety of factors may affect the availability of mobile smart device location detection.  Subscriber’s mobile smart device must be turned on, charged and located within a supported mobile network coverage area, among other factors. Availability and accuracy of any Subscription Services to provide location information is subject to mobile smart device upgrades, network capabilities, environmental conditions such as structures, buildings, weather, geography, landscape, and topography, available data, atmospheric conditions, solar conditions and other factors associated with use of mobile smart device networks, satellites and satellite data that may beyond Company control.  Subscription Services at this time may not be able to locate mobile smart devices that are not located within the continental United States. Availability, security, speed, timeliness, accuracy and reliability of Subscription Services are not guaranteed. The Subscriber further understands and agrees that the Subscription Services may be unable to allow Subscriber to initiate a request for assistance with emergency service providers, emergency response providers or both via SMS (Short Message/Messaging Service) text message. 

In an emergency therefore, Subscriber must first attempt to place a voice phone call to 9-1-1 Service before accessing Subscription Services. In many instances, the respective 911 emergency services, emergency response providers or both that you are trying to contact may not have SMS text capability. Should 911 emergency services, emergency response providers or both attempt to communicate with the Subscriber via SMS text message, the Subscriber may be required to terminate the 9-1-1 phone call, and engage in SMS texting. Regardless, all SMS communications are made on an “as is,” ”as available” and “with all faults” basis and must not be relied upon as your sole means to communicate with emergency service providers. Subscriber understands and agrees that Subscription Services as provided under this Agreement may only be seen as augmenting Subscribers initial obligation to attempt direct voice telecommunication in an emergency to 911 emergency services, emergency response providers or both. 

“Please be aware that national text to 911 platforms can vary in application.  In the event your text/contact cannot be received or if you are unsure if the emergency has been received, please hang up and call 911”

4.4 Request for information. Upon receipt of a subpoena from governmental or judicial entities, Company may acquire information as necessary, from service logs and other data generated in connection with Subscriber’s use of the Subscription Services to assist in responding to said request for information and material.

4.5 Integrated Services. Subscriber acknowledges that the Subscription Services may integrate or interoperate with certain third-party telecommunication services, GIS, short message/messaging service (SMS) and that the Subscription Services and this Agreement are subject to pass-through terms from such third-party vendors. Accordingly, Company may modify this Agreement as reasonably necessitated due to changes by such third-party providers. Subscriber’s failure to comply with such modified terms of this Agreement or the terms of the said third-party services agreements may result in the termination of certain critical services from Company’s vendors which could impact Subscription Services as provided by Company.

 

5.1 Retained Rights. Company retains all rights, title, and interest in and to the Subscription Services and underlying intellectual property except for the rights granted to Subscriber pursuant license under this Agreement.

 

6.1 Payment Terms. Subscriber shall pay all stated Subscription Services service fees in U.S. Dollars and said fees are not refundable unless stated otherwise herein. Company reserves the right to increase the Subscription Fees and/or the Transaction Fees on an annual basis during the Term.
 

7.1 Data Privacy. Each party shall comply with Applicable Law with respect to data privacy and data protection. Subscriber (i) may only upload transmit or store Standard Personal Information through the Subscription Service; (ii) shall not upload, transmit or store any Sensitive Data through the Subscription Services unless said information is needed to be provided during an emergency services request as delivered through the Subscription Services. 

 

8.1 Disclaimer. COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED (IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER INCLUDING THAT THE SERVICES OR THE DOCUMENTATION ARE ERROR-FREE OR THAT OPERATION OR USE OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED.  COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. THE SUBSCRIPTION SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, CELLULAR, SATELLITE  AND OTHER ELECTRONIC COMMUNICATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY SUBSCRIBER SERVICE INTERRUPTIONS OR INTERFERENCES, TRANSMISSION DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS AND SHALL NOT HAVE ANY LIABILITY FOR PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE ARISING FROM FAILURE OF THE SUBSCRIPTION SERVICES TO DELIVER AN ELECTRONIC COMMUNICATION, HOWEVER CAUSED OR UNDER ANY THEORY OF LIABILITY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.  

 

9.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY OTHER PERSON FOR (I) ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE, (HOWEVER ARISING, UNDER ANY THEORY OF LIABILITY) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE SERVICES OR THESE TERMS AND CONDITIONS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) DIRECT DAMAGES IN EXCESS OF THE FEES ACTUALLY PAID OR PAYABLE BY SUBSCRIBER UNDER THE AGREEMENT DURING THE TERM OF SUBSCRIPTION SERVICES  IN WHICH THE CLAIM RESULTING IN SUCH DAMAGES AROSE. THE FOREGOING LIMITATIONS AND EXCLUSIONS DO NOT APPLY TO SUBSCRIBER’S FAILURE TO REMIT ALL FEES PROPERLY DUE AND OWING UNDER THESE TERMS AND CONDITIONS.

 

10 TERM AND TERMINATION

10.1 Cancellation. Subscription services may be canceled at any time by the Subscriber. COMPANY may cancel at the end of the Term.

10.2 Termination for Material Breach. If either party defaults in any of its material obligations under these Terms and Conditions and such default has not been cured within thirty (30) days after written notice of such default, or if either party makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent, is subject to appointment of a receiver or is a party in any proceeding in any jurisdiction to which it is subject that has an effect similar or equivalent to any of the events mentioned, the non-defaulting party may immediately terminate these Terms and Conditions in addition to its other rights and remedies.

10.3 Suspension. Company may suspend Subscriber’s access to and use of the Subscription Services: (i) effective immediately upon notice if Subscriber shall be in breach of Section 2.2 (License Limitations) or Section 2.3 (Acceptable Use Policy) or if Company reasonably determines that any Users’ use of the Subscription Services is causing immediate and ongoing harm to Company or others; or (ii) if payment of any portion of the Fees is not received by Company- within fifteen (15) days after Company notifies Subscriber that payment is past due. Company shall promptly notify Subscriber of any suspension and the parties shall diligently attempt to resolve the issue. Any such suspension shall not modify or lengthen the Term hereof or of any then current Order Form, nor shall any rights or obligations hereunder be waived during the suspension period.

10.4 Effects of Termination. Upon termination or expiration of the applicable Order Form (i) Subscriber’s access to and use of the Subscription Services shall cease; (ii) Company shall, upon written request of Subscriber, erase Subscriber provided data from the Company servers.

 

11.1 Changes to the Subscription Services. Company, Inc., may modify the Subscription Services from time to time by removing unused features or substituting outdated features with new features that have similar or improved functionality, by implementing system upgrades, migrations and/or platform changes or otherwise so long as such changes are not intended to and do not materially adversely affect Subscriber’s use of the Subscription Services. Subscriber’s use of any Subscription Services is not contingent upon, and Subscriber has not relied upon, the delivery of any future functionality, regardless of any written or verbal communication about Company’s possible future plans.

11.2 Force Majeure. Neither Party shall be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or non-performing Party.  The affected party will notify the other party in writing within ten (10) days after the beginning of any such cause that would affect its performance.  Notwithstanding, if a party’s performance is delayed for a period exceeding thirty (30) days from the date the other party receives notice under this paragraph, the non-affected party will have the right, without any liability to the other party, to terminate this agreement or other acts or omissions of third parties such as interruptions, delays, or malfunctions of service by third-party service providers.

11.3 Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada U.S.A., without reference to any conflicts of law provisions.  Each party hereby submits to the exclusive jurisdiction of, and waives any venue or other objection against, any court sitting in the State of Nevada, County of Washoe, U.S.A., in any legal proceeding arising out of or relating to this Contract. Each party agrees that all claims and matters may be heard and determined in any such court and each party waives any right to object to such filing on venue, forum non convenient or similar grounds.  

11.4 Survival of Terms. If these Agreement is terminated for any reason, remedies for breach, rights to accrued payments and Sections 1 (Definitions), 3.1 (Feedback), 5.1 (Retained Rights), 6.1 (Payment Terms), 7 (Confidentiality and Data Privacy), 9 (Limitation of Liability), 10.4 (Effects of Termination), and 11 (General) shall survive termination of this Agreement.

11.5 Independent Contractor. The relationship of the parties under this Agreement is that of an independent contractor.  In all matters relating to this Agreement each Party hereto shall be solely responsible for the acts of its employees and agents, and employees or agents of one Party shall not be considered employees or agents of the other Party.  Except as otherwise provided herein, no Party shall have any right, power or authority to create any obligation, express or implied, on behalf of any other Party.  Nothing in this Agreement is intended to create or constitute a joint venture, partnership, agency, trust or other association of any kind between the Parties or persons referred to herein.  

11.6 Severability. If any provision of these Terms and Conditions or the application thereof is to any extent held invalid or unenforceable, the remainder of these Terms and Conditions shall not be affected thereby, and each term and provision hereof shall be valid and enforced to the fullest extent of the law.

11.7 Waiver. The failure of either party to enforce any provision of these Terms and Conditions, unless waived in writing by such party, will not constitute a waiver of that party’s right to enforce that provision or any other provision of these Terms and Conditions.

11.8 Notice. Any notice required or permitted to be given in accordance with these Terms and Conditions will be effective if it is in writing and delivered via email with delivery receipt requested or via certified or registered mail, or overnight courier, with delivery tracking, to the appropriate party.

11.9 Entire Agreement. This Agreement sets forth and constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof.  This Agreement supersedes any and all prior agreements, negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations and warranties, whether oral or written of any party to this Agreement.  

11.10 Indemnity. Subscriber shall indemnify, defend and hold Company harmless from and against any and all claims, actions, suits, demands, assessments or judgments asserted and any and all losses, liabilities, damages, costs and expenses (including, without limitation,  attorneys' fees,  accounting fees and investigation costs to the extent permitted by law) alleged or incurred arising out of or relating to any operations, acts or omissions of the Subscriber or any of its employees, agents, and invitees by third parties in the exercise of the Subscriber's rights or the performance or observance of the Subscriber's obligations under this Agreement.  Prompt notice must be given of any claim, and the Subscriber who is providing the indemnification will have control of any defense or settlement.