You agree to these Terms by using the Website, Applications, or Services, and You understand and agree that Callyo will treat Your use of the Website, Applications, or Services as acceptance of these Terms from that point onwards.
These Terms are legally binding should You choose to proceed with use of the Website, Applications, or Services.
A. Restrictions. Except as otherwise provided herein, You shall not Yourself, or permit or assist any person to:
i. copy, sell, transfer, sublicense, publish, or otherwise distribute or dispose of the Website, Applications, or Services, in whole or in part;
ii. allow any unauthorized third party to access the Website, Applications, or Services for any purpose whatsoever;
iii. impersonate a first responder or public safety agency;
iv. trick or deceive an individual into sharing their device location, such as locating Your spouse or a criminal suspect;
v. locate a mobile device outside of the course of a call for assistance or at the request of the individual wishing to be located;
vi. modify, decode, reverse-engineer, decompile, or disassemble the Website, Applications, or Services, in whole or in part; nor
vii. act as a "service bureau" of the Website, Applications, or Services to third parties.
B. Ownership by Callyo. Callyo retains exclusive title to and ownership of the Website, Applications, and Services, and all Intellectual Property Rights created in the course of or otherwise arising out of the provision of the Services, including but not limited to Intellectual Property Rights in the Website and in the Applications made available to You any source code used to provide the Website, Applications, or Services and the processes employed by Callyo in relation to the Services, and any customizations, modifications and derivative works thereof. No implied rights are granted to You by these Terms, and all such rights shall vest in and be owned absolutely by Callyo on creation.
C. Intellectual Property Rights. In these Terms, "Intellectual Property Rights" means rights in patents (including utility models), designs (whether or not capable of registration), semi-conductor topography rights, copyright, moral rights, database rights, trademarks, trade and business names, rights to sue for passing off, rights in the nature of unfair competition rights, trade secret, confidentiality and other proprietary rights including rights to know-how and other technical information and applications to register any of the foregoing and all rights in the nature of any of the foregoing anywhere in the world. You may not remove, obscure, or alter any notices of any Callyo trademark, service mark or other Intellectual Property Rights appearing on or contained within the Website, Applications, or Services.
D. Termination and Suspension. Callyo may immediately terminate or suspend Your right to use the Website, Applications, or Services at any time without notice if you fail to comply with any provision of these Terms.
B. Credentials. You are the only person authorized to use your user ID and password, and You shall not permit or allow other persons to have access to or use that user ID and password. If Your password is compromised, You shall change Your password and notify Callyo immediately.
C. Compliance With Law. You acknowledge that Callyo undertakes no responsibility for determining (i) whether Your use of the Website, Applications, or Services complies with or violates any applicable law; or (ii) whether using the Services will provide evidence that is admissible in criminal or civil court proceedings, and in each case disclaims any such liability. WITHOUT LIMITATION TO ANY OTHER PROVISION OF THESE TERMS, YOU ASSUME FULL AND EXCLUSIVE RESPONSIBILITY FOR, AND CALLYO SHALL HAVE NO LIABILITY FOR, MAKING SUCH A DETERMINATION, AND FOR ANY CONSEQUENCES IF YOUR USE OF THE WEBSITE, APPLICATIONS, OR SERVICES IS FOUND TO VIOLATE ANY APPLICABLE LAW.
D. Release of Callyo. You release Callyo and its successors, parent companies, subsidiary companies, affiliates, and assigns, and its and their past, present, and future officers, directors, shareholders, agents, employees, representatives, assigns, and successors in interest (collectively, "Representatives") from any and all past, present or future claims of any nature whatsoever, known or unknown, including (but not limited to) claims for loss or damage to property or personal injuries, including death, to the fullest extent allowed by applicable law.
A. Non-Disclosure of Confidential Information. To ensure that the Website, Applications, and Services and similar technology continue to be available to public safety agencies and first responders, and to protect Callyo's rights, You shall not disclose Confidential Information to any third party, or allow Confidential Information to be disclosed to any third party, without Callyo's prior written consent, to be given in Callyo's sole and absolute discretion. Without limitation, the foregoing does not allow Confidential Information to be disclosed in press releases, interviews, court documents or legal filings, judicial or administrative proceedings (including, without limitation, in pre-trial matters, in search warrants and related affidavits, in grand jury proceedings, or in any phase of a criminal or civil trial or appeal), or during public forums or other proceedings. The foregoing does not prevent the disclosure and use of evidentiary or location history results obtained through use of the Website, Applications, or Services, provided no Confidential Information is disclosed (such as, without limitation, the means by which the evidentiary results were obtained).
B. Prevention Of Disclosure. If (1) You learn that any District Attorney, prosecutor, court or other judicial or administrative tribunal, or other person, entity, or governmental body is considering using or intends to use or provide any Confidential Information in any case or legal or administrative proceeding, (2) if there is any discovery request, motion or other request made or filed in any case or legal or administrative proceeding for use or disclosure of any Confidential Information, (3) any request is made pursuant to the Freedom of Information Act (5 U.S.C. § 552), any public records or open records law or an equivalent law for disclosure of Confidential Information, or (4) IF ANY COURT OR OTHER JUDICIAL OR ADMINISTRATIVE TRIBUNAL ORDERS THE DISCLOSURE OF ANY CONFIDENTIAL INFORMATION, THEN YOU WILL IMMEDIATELY INFORM CALLYO AND COOPERATE IN ANY EFFORT BY CALLYO TO INTERVENE AND PREVENT SUCH USE OR DISCLOSURE.
A. Your Representations and Warranties. You represent and warrant that Your use of the Website, Services, or Applications shall not:
i. infringe any Intellectual Property Rights of any third party;
ii. constitute defamation, invasion of privacy, or unlawful publicity, or otherwise violate any rights of any third party;
iii. violate any civil, criminal, or other application law, or be used in any illegal activity or to promote illegal activities; or
iv. contain a virus, trojan horse, worm or other disruptive or harmful software or data.
B. DISCLAIMER. YOU AGREE AND ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE WEBSITE, APPLICATIONS AND SERVICES ARE PROVIDED "AS IS" TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU AND CALLYO AGREE THAT CALLYO MAKE NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO THE FOLLOWING, EACH OF WHICH CALLYO EXPRESSLY DISCLAIMS:
i. ACCURACY, RELIABILITY, QUALITY OR CONTENT OF THE WEBSITE, EMERGENCY LOCATION DATA, APPLICATIONS OR SERVICES OR ANY CONTENT LINKED THERETO;
ii. FREEDOM AND SECURITY FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION;
iii. TITLE AND NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS;
iv. THE AVAILABILITY OF THE WEBSITE, APPLICATIONS AND SERVICES AND ACCESS TO THE WEBSITE, APPLICATIONS AND SERVICES AT ANY TIME OR FROM ANY LOCATION;
v. THAT YOUR USE OF THE WEBSITE, APPLICATIONS OR SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS, LAWS OR REGULATIONS;
vi. THE TRANSFER, COLLECTION OR STORAGE OF DATA; OR
vii. IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
CALLYO DISCLAIMS ANY LIABILITY FOR THE FOREGOING. IF ANY OF THE EXCLUSIONS OF IMPLIED WARRANTIES ARE NOT PERMITTED BY LAW, ANY SURVIVING IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF ACCESS TO THE WEBSITE, APPLICATIONS OR SERVICES, WHICHEVER IS SOONER.
A. Suspension by Callyo. Callyo may suspend Your use of the Website, Applications, and/or Services if:
i. You breach any material provision of these Terms and do not remedy such breach remains within ten (10) days following written notice from Callyo to do so;
iii. there is an unusual spike or increase in Your use of the Website, Applications, or Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the Website, Applications, or Services; or
iv. Callyo determines, in its sole and absolute discretion, that provision of any Applications or Services to You is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason.
A. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF CALLYO AND ITS REPRESENTATIVES FOR ALL CLAIMS ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE, APPLICATIONS OR SERVICES SHALL BE LIMITED TO $250. SUBJECT TO APPLICABLE LAW, CALLYO AND ITS REPRESENTATIVES ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS, DESTRUCTION, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET CALLYO ACCEPTABLE USE REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF CALLYO AND ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE TERMS SET FORTH THE ENTIRE LIABILITY OF CALLYO AND ITS REPRESENTATIVES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE WEBSITE, APPLICATIONS, AND SERVICES AND THEIR USE.
B. Indemnification. To the extent permitted by law, You shall indemnify, defend, and hold Callyo and its Representatives harmless from any and all claims, liability, expenses, fines and penalties, including reasonable attorneys' fees and costs, arising out of any claim that the Website, Applications or Services infringe any applicable law, or with respect to any breach of these Terms or Your use of the Website, Applications, or Services (collectively referred to as "Claims"). You shall reasonably cooperate as requested by Callyo in the defense of any Claims. Callyo reserves the right, in its sole and absolute discretion and at its own expense, to assume the exclusive defense and control of any Claims. You waive any sovereign, governmental, or similar immunity with respect to the foregoing indemnification obligation, and any other obligation set forth in these Terms.
A. Governing Law. These Terms shall be construed in accordance with, and governed by, the laws of the State of New York, without regard to the application of conflicts of law principles.
B. Arbitration. You and Callyo agree that any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by arbitration conducted in the English language, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Except as may be required by law, neither You nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both You and Callyo. Either You or Callyo may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. You and Callyo also may, without waiving any remedy under these Terms, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal's determination of the merits of the controversy). Any litigation involving You and Callyo shall be conducted under seal, and any court filings shall be filed under seal. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
C. Attorney Fees. Should any arbitration or other legal action be brought by either You or Callyo arising out of or relating to these Terms or to enforce any provision herein, the prevailing party of such action shall be entitled to reasonable attorneys' fees, court costs and such other costs as may be fixed by the arbitrator, court, or tribunal of competent jurisdiction.
A. Rights of Third Parties. These terms shall not create any rights or benefits which are enforceable by anyone other than You and Callyo.
B. Relationship. The relationship of Callyo to You is that of an independent contractor. Neither party shall have the right to bind each other to any obligation to third parties.
C. Severability. Should any provision(s) of these Terms be deemed unenforceable by a court, arbitrator, or other tribunal of competent jurisdiction, it shall be deemed deleted to the minimum extent necessary in the relevant jurisdiction (which can include deleting only part of the relevant provision) and the remaining provisions of these Terms shall remain in force and enforced to carry out the intentions of the parties as set forth herein.
D. Waiver. Neither the failure nor any delay on the part of You or Callyo to exercise any right, remedy, power or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude other or further exercise of the same or any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be binding unless executed in writing by the party making the waiver.
E. Survival. Sections 3 (Confidentiality), 4 (Representations, Warranties, and Disclaimers), 5 (Limitation of Liability and Indemnification), 6 (Arbitration of Disputes), and 7 (Miscellaneous Provisions) of these Terms shall survive the expiration or earlier termination of these Terms indefinitely.
G. Headings. The headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.