End User License Agreement
Last Updated: July 15, 2019
These Terms provide that all disputes between you and RapidSOS will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review the “Dispute Resolution and Arbitration” section below for the details regarding your agreement to arbitrate any disputes with RapidSOS.
The parties hereby agree as follows:
1. RapidSOS Service Overview
The RapidSOS Service provides an additional avenue for registered individuals to communicate with and receive certain information from participating organizations regarding safety, emergency response services, public health, and other services. In general, there are three kinds of end-users of the RapidSOS Service:
If you use the RapidSOS Service to communicate with Emergency Service Providers (as defined below) or receive communications from Notification Providers (as defined below) you are a “Subscriber.”
If you are a safety or emergency response provider including, without limitation, 9-1-1 or equivalent fire, police, emergency medical, emergency management, campus safety officials, or public health services and you use the RapidSOS Service to receive information from Subscribers in order to facilitate the provision of safety or emergency services you are an “Emergency Service Provider.”
If you use the RapidSOS Service to send emergency and general interest notifications and updates to Subscribers, you are a “Notification Provider.”
The features of the RapidSOS Service that are made available to you via the RapidSOS Service may vary depending on if you are registered as a Subscriber, Emergency Service Provider, or a Notification Provider. Some of the provisions in these Terms will only apply to certain types of end-users and we have noted where this is the case.
2. RapidSOS Service Within the Platform
Access to the RapidSOS Service is made available to you as separate feature that is part of a program, platform or device (“Platform”) that you obtained from a third party (“Platform Provider”). Your use of any part of the Platform other than the RapidSOS Service is governed by the agreement between you and the Platform Provider. You agree that RapidSOS is not responsible or liable for any part of the Platform other than the RapidSOS Service.
You must be at least thirteen (13) years of age to use the RapidSOS Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least thirteen (13) years of age; (b) you have not previously been suspended or removed from the RapidSOS Service; and (c) your registration and your use of the RapidSOS Service is in compliance with all applicable laws and regulations. If you are using the RapidSOS Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.
4. Accounts and Registration
4.1 To access most features of the RapidSOS Service, you must register for an account either directly with RapidSOS or through the Platform. If you register for an account directly with RapidSOS, you may be required to provide us with some information about yourself, such as your e-mail address, phone numbers or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. Your account information will also include any other information (which may include personally identifiable information or health-related information) that you enter into or provide to the RapidSOS Service. If you register for your account directly with RapidSOS, you will be asked to provide RapidSOS with a password. You are solely responsible for maintaining the confidentiality of your account and password. Regardless of whether you registered your account with RapidSOS or through the Platform, you agree to accept responsibility for all activities that occur on the RapidSOS Service under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at support@RapidSOS.com.
4.3 By creating an account with RapidSOS or through the Platform, you agree that RapidSOS may contact you to validate the phone number(s) you register with your account. You also agree that if another individual registers and validates a phone number that you had previously registered, the phone number will be removed from your account and assigned to the other individual.
4.4 You must confirm with the Platform Provider, at least once every six (6) months, that the information within your account is accurate. Failure to do so may prevent your ability to use the RapidSOS Service.
4.5 You agree your account will only include information about adults or children for whom you have appropriate legal responsibility or appropriate prior consent, and that the account does not infringe or invade the privacy of anyone.
4.6 You understand and agree that you are the only person authorized to create or edit your account, unless you have authorized another person to use your username and password to enter or modify your account on your behalf. You authorize RapidSOS to release any or all of your account information to any person to whom you have provided the username and password associated with your account or phone number.
4.7 You understand and agree that once the content of your account is made available to Emergency Service Providers, it may be transmitted over unsecured Emergency Service Provider radios or may otherwise be made accessible through unsecured communications as part of the information disseminated to or by Emergency Service Providers responding to a 9-1-1 call or to an emergency. You further understand that the content of your account may be stored as part of a public record associated with an emergency call if required by local statutes.
4.8 If you are a Subscriber, you understand and agree and hereby authorize RapidSOS to release and disclose your account information to Emergency Service Providers and Notification Providers in connection with the RapidSOS Service. If you are an Emergency Service Provider or Notification Provider, you understand and agree and hereby authorize RapidSOS to release and disclose your account information to Subscribers in connection with the RapidSOS Service.
4.9 As part of your account, you may have identified additional contacts or additional persons in your household (”Additional Contacts”). If you are a Subscriber, you understand and agree that RapidSOS or any Emergency Service Providers may, for reasons outside their control, be unable to contact or to notify any Additional Contacts in any emergency situation. If you are an Emergency Service Provider or Notification Provider, you understand and agree that RapidSOS may, for reasons outside their control, be unable to contact or notify any Additional Contacts of any information relating to your use of the RapidSOS Service.
5. Prohibited Conduct. BY USING THE RAPIDSOS SERVICE YOU AGREE NOT TO:
5.1 use the Platform or the RapidSOS Service for any illegal purpose or in violation of any local, state, national, or international law;
5.2 violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
5.3 post, upload, or distribute content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
5.4 interfere with security-related features of the Platform or the RapidSOS Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Platform or the RapidSOS Service except to the extent that the activity is expressly permitted by applicable law;
5.5 interfere with the operation of the Platform or the RapidSOS Service or any other user’s enjoyment of the Platform or the RapidSOS Service, including by: (a) uploading or otherwise any disseminating virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Platform or the RapidSOS Service; (c) attempting to collect, personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Platform or the RapidSOS Service, or violating any regulation, policy, or procedure of any network, equipment, or server;
5.6 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other RapidSOS Service or Platform account without permission, or falsifying your age or date of birth;
5.7 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 10) or any right or ability to view, access, or use any Material; or
5.8 attempt to do any of the acts described in this Section 5, or assist or permit any person in engaging in any of the acts described in this Section 5.
6. Third-Party RapidSOS Services and Linked Websites
RapidSOS may provide tools through the RapidSOS Service that enable you to export information, including your account information, to third party services including, but not limited to, the Platform. By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third party services are not under our control, and we are not responsible for any third party service’s use of your exported information. The RapidSOS Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content.
7. Termination of Use; Discontinuation and Modification of the RapidSOS Service
If you violate any provision of these Terms, your permission from us to use the RapidSOS Service will terminate automatically. In addition, RapidSOS may in its sole discretion terminate your account on the RapidSOS Service or suspend or terminate your access to the RapidSOS Service at any time, with or without notice. We also reserve the right to modify or discontinue the RapidSOS Service at any time (including by limiting or discontinuing certain features of the RapidSOS Service) without notice to you. RapidSOS together with the Platform Provider may decide to charge a fee for the use of all or certain features, and you will be provided with prior notice before such fees take effect. We will have no liability whatsoever relating to any change to the RapidSOS Service or any suspension or termination of your access to or use of the RapidSOS Service. You may terminate your account at any time by terminating your account with the Platform. If you terminate your account, or if your access to the RapidSOS Service is terminated for any other reason, then RapidSOS will no longer provide you with the RapidSOS Service or provide your account to Emergency Service Providers. RapidSOS may retain Your Content or account information after your account is terminated. Termination of your account or your access to the RapidSOS Service may also lead to termination of your account and your access to the Platform.
9. Modification of these Terms
We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, you will be notified of the modified Terms in order to continue to use the RapidSOS Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
10. Ownership; Proprietary Rights
You agree that you will be responsible for your use of the RapidSOS Service, and you agree to defend and indemnify RapidSOS, the Platform Provider and each of their officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the ”Indemnitees”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the RapidSOS Service or the Platform; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party including, but not limited to, the Platform Provider. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
12. Disclaimers; No Warranties
BY USING THE RAPIDSOS SERVICE, YOU AGREE THAT RAPIDSOS CANNOT CONTROL THE MANNER IN WHICH EMERGENCY SERVICES ARE RENDERED, AND THEREFORE CANNOT AND DOES NOT GUARANTEE THAT EMERGENCY SERVICE PROVIDERS WILL UTILIZE THE INFORMATION PROVIDED. NOT ALL EMERGENCY SERVICE PROVIDERS HAVE ACCESS TO THE RAPIDSOS SERVICE AND THE RAPIDSOS SERVICE MAY NOT BE UTILIZED BY EMERGENCY SERVICE PROVIDERS THAT DO HAVE ACCESS.
USE OF THE RAPIDSOS SERVICE DOES NOT CONSTITUTE AN AGREEMENT BETWEEN YOU AND SUBSCRIBERS, EMERGENCY SERVICE PROVIDERS, THE PLATFORM PROVIDER, OR OTHER USERS. YOU WILL NOT RELY ON THE RAPIDSOS SERVICE AS THE SOLE MEANS BY WHICH YOU WILL COMMUNICATE INFORMATION TO SUBSCRIBERS, EMERGENCY SERVICE PROVIDERS, OR USERS. RAPIDSOS IS NOT RESPONSIBLE FOR THE ACTIONS OF ANY SUBSCRIBER, EMERGENCY SERVICE PROVIDER, THE PLATFORM PROVIDER, OR OTHER USER. RAPIDSOS DOES NOT GUARANTEE DELIVERY OF ANY MESSAGE OR INFORMATION AND IS NOT RESPONSIBLE FOR ANY ACTION OR OMISSION BETWEEN OR AMOUNG USERS OF THE SYSTEM. RAPIDSOS DOES NOT HAVE CONTROL OVER THE VOIP SERVICE, TELEPHONE SERVICE OR INTERNET SERVICE PROVIDERS NECESSARY FOR PROVIDING THE RAPIDSOS SERVICE AND ANY FAILURE DUE TO A THIRD PARTY SERVICE PROVIDER IS NOT THE RESPONSIBILITY OF RAPIDSOS.
YOU ARE RESPONSIBLE FOR MANAGING YOUR TELEPHONE SERVICE PROVIDER ACCOUNT, ACCOUNT SUBSCRIPTIONS, LOCATION TRACKING, AND OTHER OPT-IN STATUSES AS REQUIRED TO ALLOW THE RAPIDSOS SERVICES TO LOCATE AND COMMUNICATE WITH YOUR PHONE. DEVICES THAT ARE LOCATION COMPATIBLE MAY NOT BE LOCATABLE BY THE RAPIDSOS SERVICE OR THE TELEPHONE RAPIDSOS SERVICE PROVIDER AT ALL TIMES. ANY LOCATION PROVIDED IS APPROXIMATE AND DOES NOT PROVIDE GUARANTEED RESULTS.
THE RAPIDSOS SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE RAPIDSOS SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. THE INDEMNITEES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE RAPIDSOS SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE RAPIDSOS SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE INDEMNITEES DO NOT WARRANT THAT THE RAPIDSOS SERVICE OR ANY PORTION OF THE RAPIDSOS SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE RAPIDSOS SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
13. Limitation of Liability
IN NO EVENT WILL THE INDEMNITEES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE RAPIDSOS SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY RAPIDSOS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE INDEMNITEES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE RAPID SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO RAPIDSOS OR THE PLATFORM PROVIDER FOR ACCESS TO AND USE OF THE RAPIDSOS SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM; OR (B) $100.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
14. Governing Law
These Terms are governed by the laws of the State of New York without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, you and RapidSOS agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York County, New York for the purpose of litigating any dispute. We operate the RapidSOS Service from our offices in New York, and we make no representation that Materials included in the RapidSOS Service are appropriate or available for use in other locations.
16. Dispute Resolution and Arbitration
16.1 Generally. In the interest of resolving disputes between you and RapidSOS in the most expedient and cost effective manner, you and RapidSOS agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND RAPIDSOS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
16.2 Exceptions. Despite the provisions of Section 16.1, we both agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
16.3 Arbitrator. Any arbitration between you and RapidSOS will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting RapidSOS.
16.4 Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail (“Notice”). RapidSOS’s address for Notice is: 234 West 39th Street, Floor 9, New York, NY 10018. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or RapidSOS may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or RapidSOS must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favor, RapidSOS will pay you the highest of the following: :info the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by RapidSOS in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
16.5 Fees. If you commence arbitration in accordance with these Terms, RapidSOS will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York County, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse RapidSOS for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
16.6 No Class Actions. YOU AND RAPIDSOS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and RapidSOS agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
16.7 Modifications. If RapidSOS makes any future change to this arbitration provision (other than a change to RapidSOS’s address for Notice), you may reject the change by sending us written notice within 30 days of the change to RapidSOS’s address for Notice, in which case your account with RapidSOS will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.
16.8 Enforceability. If Section 16.6 is found to be unenforceable or if the entirety of this Section 17 is found to be unenforceable, then the entirety of this Section 16 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 15 will govern any action arising out of or related to these Terms.
17. Consent to Electronic Communications
18. Contact Information
The RapidSOS Service is offered by RapidSOS, Inc., located at 3 Park Avenue, 22nd floor, New York, NY 10016. You may contact us by sending correspondence to that address or by emailing us at email@example.com. If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the address above with your electronic mail address and a request for these Terms.