Terms of Service, Privacy Policy, EULA

The LockDown app is advertisement-free and completely private. Messages and files cannot be accessed by us or other third parties because they are always end-to-end encrypted, private, and secure.

LockDown will never sell your information, data, or anything else you share with us.

Our Terms of Service, Privacy Policy, and Business EULA are below.

Terms of Service

Atomizer Group LLC (dba LockDown) utilizes state-of-the-art security, privacy and identity technology, as well as end-to-end encryption to provide private messaging, file sharing, file storage and other services to users worldwide. You agree to our Terms of Service (“Terms”) by installing or using our apps, services, or website (together, “Services”).

 

Minimum Age. You must be at least 13 years old to use our Services. The minimum age to use our Services without parental approval may be higher in your home country.

Account Registration. To create an account, you must register for our Services using your phone number. You agree to receive text messages (from us or our third-party providers) with verification codes to register for our Services.

Privacy of User Data. LockDown does not sell, rent or monetize your personal data or content in any way.

Read our Privacy Policy to understand how we safeguard the information you provide when using our Services. For the purpose of operating our Services, you agree to our data practices as described in our Privacy Policy, as well as the transfer of your encrypted information and metadata to the United States and other countries where we have or use facilities, service providers or partners. Examples would be Third Party Providers sending you a verification code and processing your support tickets.

Software. In order to enable new features and enhanced functionality, you consent to downloading and installing updates to our Services.

Fees and Taxes. You are responsible for data and mobile carrier fees and taxes associated with the devices on which you use our Services.

Using LockDown

Licenses. We grant you a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use our Services, subject to and in accordance with our Terms. This license is for the sole purpose of enabling you to use our Services in the manner permitted by our Terms.  You may not modify, reverse engineer, decompile or disassemble the Services partly or as a whole, or create derivative works of any software used to provide the Services (except where such action is expressly permissible through applicable law).  To the extent that any of our Services are made available to you in source code form, you may view that source code and use it to test the Services, but you may not do anything else with our source code, including but not limited to modifying it, selling or sublicensing it, or creating other products, services or derivative works from it – these restrictions remain in effect even if our source code continues to reside on one or more of your devices after you no longer use the Services.  No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you.  The Services are being licensed, not sold, to you, and we retain all of the rights, title and interest in the Services.

Export Control and Sanctions Compliance.  (a) You warrant and covenant as follows:  (1)  the Services are subject to the export control and sanctions laws of the United States, and diversion contrary to U.S. law is prohibited; (2) You are not a Restricted Party (as defined in this paragraph); (3) You will not transfer the Services to, or permit the use of the Services by, any Restricted Party, or for any nuclear, missile, chemical/biological weapon-related or other end use that is prohibited by U.S. export regulations; (4) You will not incorporate the Services into any other product except as authorized in writing by us; (5) You will inform us immediately if any representation in this paragraph is no longer true; and (6) You indemnify and hold harmless Atomizer Group, LLC, our officers, directors, employees, agents, successors and assigns from any liability, losses, or other costs resulting from your breach of any warranty or covenant in this paragraph.  (b) “Restricted Party” includes any person or entity that is (1) located or established in, organized under the laws of, or controlled by the government of or one or more nationals of: Cuba, Iran, North Korea, Sudan, Syria, or the Crimea region of Ukraine, or any jurisdiction that may become subject to a general prohibition on U.S. persons’ engaging in financial and/or export transactions; (2) designated on any list of sanctioned, denied or debarred parties maintained by the U.S. Department of Commerce, U.S. Department of the Treasury Office of Foreign Assets Control, or U.S. Department of State; (3) majority owned by one or more entities designated on any such list maintained by the U.S. Department of the Treasury; or (4) a non-U.S. military or intelligence organization.

Acceptable Use of Services. You must use LockDown responsibly. To that end, below is a list of restrictions that apply to our Services.

You may not (and you may not allow anyone else to) do any of the following:

  1. use the Services in any manner or for any purpose other than as expressly permitted by these Terms;
  2. use the Services to conduct any illegal activity;
  3. sell, lend, rent, resell, lease, or sublicense the Services to any third party;
  4. violate any applicable export control or trade sanctions laws or other applicable laws;
  5. violate, misappropriate or infringe our rights or the rights of others, including privacy, publicity, intellectual property or other proprietary rights;
  6. use the Services to send unsolicited or unauthorized junk messages, spam or any other forms of duplicative or unsolicited messages;
  7. abuse the system to get more storage space than deserved or otherwise circumvent limits placed by us;
  8. store or transmit data: (i) that is illegal to store or transmit; (ii) that contains any material that encourages conduct that could constitute a criminal offense, or (iii) that contains malicious code; or
  9. send altered, deceptive or false source-identifying information, including “spoofing” or “phishing”.

Even if you do not expressly violate one of the listed restrictions, we reserve the right suspend or terminate your access to our Services at any time for any reason.

Indemnification. You agree to defend, indemnify, and hold us harmless from and against all liabilities, damages, losses, and expenses of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with your access to or use of our Services, including information provided in connection therewith, or your breach or alleged breach of our Terms.

Disclaimer of Warranty. TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE BEING MADE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NONINFRINGEMENT.  We do not make any promises regarding the Services, including any specific functions of the Services, or their reliability, availability, or ability to meet your needs.  We reserve the right to add or remove functionalities or features, limit our Services in any country or suspend or stop the Services altogether.

Limitations of Liability. OUR TOTAL LIABILITY FOR ANY CAUSE WHATSOEVER RELATED TO THE SERVICES OR THESE TERMS IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.  WE SHALL NOT BE LIABLE FOR ANY LOSS OF DATA, PROFITS OR USE OF THE SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE USE OR PERFORMANCE OF THE SERVICES.  WHERE ONE OR MORE OF THESE EXCLUSIONS OR LIMITATIONS OF DAMAGES IS NOT PERMITTED BY APPLICABLE LAWS, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY THOSE LAWS.

To be clear, LockDown shall have no liability for any lost or undelivered messages or for the loss of any files that are stored or transmitted using the Services.

Term and Termination. These Terms will continue to apply until ended by either you or us. You may choose to end them at any time for any reason by discontinuing your use of the Services and, if applicable, deleting your account.  We may choose to suspend or terminate your access to our Services at any time for any reason, such as if we reasonably believe that you have violated these Terms, that you create possible legal exposure for us, or that our provision of the Services to you is no longer commercially viable.  In all such cases, these Terms shall terminate, except that the following sections shall continue to apply: Indemnification, Disclaimer of Warranty, Limitations on Liability, Term and Termination, and Miscellaneous.  To be clear, once these Terms have been terminated by either you or us, you may no longer continue to use the Services in any manner, even if some of our software remains on one or more of your devices – this means that in addition to all of the other limitations on use included in these Terms, you will continue to have no right to modify, sell or sublicense the Services, or create other products, services or derivative works from the Services.

Your Rights. You own the information you submit through our Services. You must have the rights to the phone number you use to sign up for your LockDown account.

LockDown’s Rights. We own all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with our Services. You may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless you have our written permission. To report copyright, trademark, or other intellectual property infringement, please contact [email protected].

Harm to LockDown. You must not (or assist others to) access, use, modify, distribute, transfer, or exploit our Services in unauthorized manners, or in ways that harm LockDown, our Services, or systems. For example you must not (a) gain or try to gain unauthorized access to our Services or systems; (b) disrupt the integrity or performance of our Services; (c) create accounts for our Services through unauthorized or automated means; (d) collect information about our users in any unauthorized manner; or (e) sell, rent, or charge for our Services.

Keeping Your Account Secure. LockDown embraces privacy by design and does not have the ability to access your messages or files. You are responsible for keeping your device and your LockDown account safe and secure. We do not back up your account credentials. It is your responsibility to print and safely store your account recovery. If you lose your recovery, we have no way of helping you recover your account.

Availability of Our Services. Our Services may be interrupted, including for maintenance, upgrades, or network or equipment failures. We may discontinue some or all of our Services, including certain features and the support for certain devices and platforms, at any time.

Updates to the Terms. We may update these Terms from time to time by posting them online, so please refer back to them regularly.  Your continued use of the Services starting 30 days after the effective date of the updated Terms constitutes your acceptance of the updated Terms.  You’ll be able to determine the effective date of the most recent Terms by looking at the “last modified” date found at the bottom of the Terms.  If you do not agree to the updated Terms, you must discontinue your use of the Services.

Miscellaneous. These Terms constitute the entire agreement between you and us concerning our Services and supersede any prior versions of these Terms. If there is a conflict between these Terms and any additional terms that apply to certain offerings of ours, the additional terms will control for that conflict – we will of course let you know about any additional terms that apply before you use any of those offerings.  The Services and these Terms are governed by the laws of the state of Ohio, U.S.A, excluding its conflict of law provisions. All claims arising out of or relating to these Terms or the Services will be litigated exclusively in the federal or state courts of the state of Ohio, U.S.A, and you consent to personal jurisdiction in those courts. We have not formed any type of legal partnership or other similar relationship by virtue of these Terms, use of the Services or use of feedback that you provide us.  We may assign our rights and obligations under these Terms, but you may not transfer any of your rights or obligations under our Terms to anyone else without our prior written consent.  If any portion of these Terms is held to be invalid or unenforceable, the remaining portions will continue to be valid and enforceable.  We have included section headings in these Terms to make the Terms easier to follow, but the headings themselves should not affect how the Terms are interpreted.  If you are not in compliance with these Terms and we haven’t taken any action yet, we reserve the right to take action in the future.

 

Effective as of October 26, 2018

Updated October 27, 2020

Privacy Policy

Atomizer Group LLC (dba LockDown) utilizes state-of-the-art security, privacy and identity technology, as well as end-to-end encryption to provide private messaging, file sharing, file storage and other services to users worldwide (“Services”). Your messages and files are always encrypted, so they can never be shared or viewed by anyone but yourself and the intended recipients.

Information you provide

Phone Number. You register a phone number when you create a LockDown account. Phone numbers are used to provide our services to you and other LockDown users. You phone number is tied to your LockDown ID, which you create during registration, in order to make it easier for LockDown users to find each other.

Email Address. Your email address may be used to facilitate user onboarding for LockDown company accounts. Email addresses are not currently used for personal accounts.

Messages and/or Files. LockDown uses end-to-end encryption to protect your information.  Because your information (messages, files, etc.) is stored on our servers in encrypted form, and because LockDown servers do not have access to the keys to this encrypted data, LockDown cannot decrypt or otherwise read the content of your information. Even upon request from a governmental agency or a court of law, LockDown will not be not able to decrypt your data.

Activity Log. LockDown makes an audit log of activity (who viewed files when, etc) for your benefit, this information is also end-to-end encryption to ensure only you or those you allow can decrypt and use this information. LockDown cannot access this information because your information is encrypted on your devices with keys only you have before it is sent and stored by LockDown. Even upon request from a governmental agency or a court of law, LockDown will not be not able to decrypt your audit log.

Metadata. In order to understand how the LockDown platform is used and to provide better service experience, LockDown counts and aggregates anonymous information pertaining to system use. This metadata is only generated after your information has been encrypted.

Examples of metadata include the number of messages sent per day and the amount of storage used.  This metadata will be used strictly to improve the system performance and will never be sold to any third party. In no way does this metadata enable LockDown to decrypt the contents of the underlying data.

Information we may share

Third Parties. LockDown works with third parties to provide some for our Services. For example, our Third-Party Providers send a verification code to your phone number when you register for our Services. These third parties are never used for security purposes, and never have access to content or data placed in our apps.  These providers are bound by their Privacy Policies to safeguard this information.

Other instances where LockDown may need to share your data

  • To meet any applicable law, regulation, legal process or enforceable government request.
  • To enforce applicable Terms, include investigation of potential violations.
  • To detect, prevent, or otherwise address fraud, security, or technical issues.
  • To protect against harm to the rights, property, or safety of LockDown, our users, or the public as required or permitted by law.

Updates. We will update this privacy policy as needed so that it is current, accurate and as clear as possible. Your continued use of our Services confirms your acceptance of our updated Privacy Policy.

Website Cookies. We may collect various types of information on our website from you to better meet your needs and to provide you with a more relevant user experience. Some of this information is collected automatically through cookies or other Internet tracking technologies, as summarized below.

The only cookies we use are those to operate and provide our website. We do not use cookies for profiling or advertising. The cookies we use are small text files that allow us to provide and customize our website, and in doing so provide you with an enhanced user experience. Your browser should allow you to control these cookies, including whether or not to accept them and how to remove them. You may choose to block cookies with your web browser.

Children’s Privacy. In compliance with the Children’s Online Privacy Protection Act (COPPA) and similar laws applicable to websites directed at people under 18 years of age, LockDown is not structured to attract children. Accordingly, we do not knowingly collect personal information from anyone under 18 years of age. The web site and its content are directed to people who are at least 18 years of age or older. If you are under the age of 18, you may not use this web site unless you have the consent of, and are supervised by, a parent or guardian.

Terms of Service. Please also read our Terms of Service which also govern the terms of this Privacy Policy.

Contact Us. If you have any questions or concerns about LockDown, please contact us at [email protected].

Atomizer Group (dba LockDown)
250 W. Old Wilson Bridge Rd., Suite 140
Columbus, Oh 43085

 

Effective as of October 26, 2018

Updated October 27, 2020

Business Account End User License Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND OUR COMPANY, ATOMIZER GROUP LLC (DBA LOCKDOWN). BY TAKING THE STEP(S) DESCRIBED BELOW NEAR THE BOTTOM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”), UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.

CERTAIN PROPRIETARY SOFTWARE, WHICH IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, SHALL BE MADE AVAILABLE AFTER AGREEING TO THIS AGREEMENT.

YOU SHOULD NOT TAKE THE STEP(S) DESCRIBED NEAR THE BOTTOM TO INDICATE AGREEMENT UNLESS YOU HAVE READ ALL OF THE BELOW TERMS AND CONDITIONS.  IF YOU INTEND TO USE THE SOFTWARE FOR COMMERCIAL PURPOSES, THIS AGREEMENT SHALL APPLY TO BOTH YOU AND YOUR COMPANY. BY AGREEING TO THIS AGREEMENT BY TAKING THE STEP(S) DESCRIBED NEAR THE BOTTOM, YOU REPRESENT AND AFFIRM THAT YOU ARE AUTHORIZED TO ENTER THIS AGREEMENT ON YOUR OWN BEHALF OR ON BEHALF OF YOUR COMPANY, YOU AND, IF APPLICABLE, YOUR COMPANY ACCEPT THIS AGREEMENT, AND YOU AND, IF APPLICABLE, YOUR COMPANY AGREES TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

  1. Definitions.

“Affiliate” means an entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with (as applicable for each party to this Agreement) us or you.  The term “control” (including the terms “controlled by” and “under common control with”) means the possession of the power to direct or cause the direction of the management and policies of an entity.

“Admin” means users selected by an Owner to authorize and control users of an account.

“Authorized User” means your account’s Admins, Guests, Owners, Managers, and Members (as defined below) acting within the scope of the license.

“Guest” means users who are guests solely at the discretion of an Authorized User who may be restricted from use or access to any information that they received at any time. Guests cannot control company membership.

“Owner” means your primary account holder. An Owner can assign Admins, Managers, Members and Guests, control group membership of Admins and Members and open and use files.

“Manager” means users that can create and oversee Workspaces. Managers cannot control company membership.

“Member” means user selected by an Owner, Admin or Manager who can view and send files. Members cannot control company membership.

“Software” means the software (in executable form) that is made available after agreeing to this Agreement.

  1. Ownership and Licensee’s Affiliates.

2.1  We (or our Affiliates, or the licensors to us or our Affiliates) own and shall retain all right, title, and interest in and to the Software, including all trade secret rights, copyrights, patent rights, and any other proprietary and intellectual property rights embodied in or relating to the Software. You may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless you have our written permission. You own the information you submit through our Software. You must have the rights to the phone number you use to sign up for your account.

2.2  To create an account you must register for our Software using your phone number. You agree to receive text messages and phone calls (from us or our third-party providers) with verification codes to register for our Software. We do not back up your account credentials. It is your responsibility to print and safely store your account backup. If you lose your backup, we have no way of helping you recover your account. We embrace privacy by design and do not have the ability to access your messages. You are responsible for keeping your device and your account safe and secure.

2.3  For the purposes of your exercise of the license granted herein and your commitments with respect to the Confidential Information, you shall be responsible for the acts and omissions of your Affiliates under this Agreement as if they were your acts and omissions.

  1. License Grant and Restrictions.

3.1  In order to enable new features and enhanced functionality, you consent to downloading and installing updates to our Software. We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software during the term of this Agreement, solely to the extent necessary for your (and your Affiliates’) own internal purposes and then solely by your Authorized Users.  The Software many not be copied, in whole or in part, except as is essential for your use as authorized herein.  Rights and licenses not expressly granted are reserved by us.

3.2  You shall not, and shall not permit any person to remove any identification, confidentiality, copyright, or other notices from the Software or to create a derivative work of any part of the Software.  You shall not translate, adapt, modify, decompile or reverse assemble any protection code or any program modules, nor shall you analyze or otherwise examine any such Software for reverse engineering purposes.  You may not re-license the Software or use the Software for third-party training, commercial time-sharing, rental or service bureau use.

3.3  You agree to use our Software only for legal, authorized, and acceptable purposes. You will not use (or assist others in using) our Software in ways that: (a) violate or infringe our rights, our users, or others, including privacy, publicity, intellectual property, or other proprietary rights; (b) involve sending illegal or impermissible communications such as bulk messaging, auto-messaging, and auto-dialing.

  1. Fees.  The free trial period of your license lasts for thirty (30) days, or as otherwise specified during sign-up and to allow you to trial the Software. At the end of your free trial, we will charge you a monthly fee based on our current pricing, which will be provided in advance of your trial. You are responsible for data and mobile carrier fees and taxes associated with the devices on which you use our Software.
  2. Confidentiality.  You acknowledge and agree that the Software and any and all information with respect to the Software, including, without limitation, information regarding the features, functionality or performance of the Software (collectively, the “Confidential Information”) is confidential and proprietary to us.  You may not disclose, communicate or divulge or permit disclosure, communication or divulgence to another, or use for your own benefit or the benefit of another, any such Confidential Information, except to the extent expressly permitted in the license grant set forth herein.  The existence of any copyright notice shall not be construed as an admission that publication for trade secret purposes has occurred.
  3. Warranties and Disclaimers.

6.1  Each party represents and warrants to the other party that it has the full and unrestricted right, power and authority to enter into this Agreement and to perform its obligations in accordance with the terms of this Agreement.

6.2  Warranty Disclaimers.  WE DO NOT MAKE ANY REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT, AND, ON BEHALF OF OURSELVES AND OUR AFFILIATES (AND OUR RESPECTIVE LICENSORS), WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ARISING FROM ANY COURSE OF DEALING, USAGE, OR TRADE PRACTICE, RESPECTING THE ACCURACY OF THE OUTPUT OF THE INFORMATION OR THE RESULTS THAT MAY BE OBTAINED OR DERIVED THROUGH THE USE OF THE SOFTWARE, WHICH IS PROVIDED “AS IS.”

  1. Limitations of Liability.  (a) IN NO EVENT SHALL WE, OUR AFFILIATES OR OUR RESPECTIVE LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, STUDENTS, INDEPENDENT CONTRACTORS OR AGENTS, BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, LOST PROFITS OR LOST DATA, WHETHER GROUNDED IN TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), STRICT LIABILITY, CONTRACT OR OTHERWISE.  THE ABOVE LIMITATIONS OF LIABILITY APPLY EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, INCLUDING THE POSSIBILITY OF SUCH DAMAGE RESULTING FROM THE LOSS OR DAMAGE TO ANY OF YOUR DATA OR FILES.  (b) IN NO EVENT SHALL WE BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LIABILITIES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH LOSS OF OR DAMAGE TO ANY OF YOUR DATA OR FILES. (c)  IN NO EVENT SHALL WE BE RESPONSIBLE OR LIABLE FOR ANY DAMAGERS OR LIABILITIES WHATSOEVER ARISING OUT OF OR INCONNECTION WITH YOUR STORAGE OF YOUR DATA OR FILES OUTSIDE OF THE SOFTWARE; (d) ADDITIONALLY, IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT EXCEED THE AMOUNTS PAID BY YOU FOR THE SOFTWARE IN THE SIX (6) MONTHS PRIOR TO THE CLAIM.
  2. Term and Termination.

8.1  The initial term of this Agreement shall be for thirty (30) days commencing as of the date hereof. Thereafter, the term of this Agreement shall automatically renew for successive one (1) month terms unless one party provides written notice to the other party at least thirty (30) days in advance of the end of the then existing term that it does not wish to renew the term of this Agreement.

8.2  We may terminate this Agreement upon your breach of any provision of this Agreement.

8.3  On termination of the license, however occurring, you shall return the Software or, upon our request, destroy all of the Software (and including all copies).  At our request, you will also promptly provide written certification of your compliance with the foregoing.  Upon expiration of the term or the termination of this Agreement, you agree to cease all use of the Software.  All rights and obligations that become absolute before expiration or termination of this Agreement or that are of a continuing nature shall survive any expiration or termination of this Agreement.

  1. Miscellaneous.

9.1  You must be at least 13 years old to use our Software. The minimum age to use our Software without parental approval may be higher in your home country.

9.2  This Agreement shall be governed by the laws of the State of Ohio, without regard to conflicts of laws principles.  We both hereby unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts located in or for Columbus, OH, for any action, suit or proceeding arising out of or relating to this Agreement.

9.3  This Agreement may not be assigned or transferred by you.

9.4  You are responsible for monitoring your use of the Software to ensure compliance with this Agreement.  In the event we have reasonable grounds to believe that there is a discrepancy between your use of the Software and the Agreement, we may notify you and work with you in good faith to resolve such discrepancy.  If the discrepancy is not resolved to our reasonable satisfaction, we, or our independent accountants, may audit your use of the Software for compliance with this Agreement.  Such audit shall be conducted during your normal business hours and upon reasonable advance notice.

9.5  We both agree that a breach of this Agreement adversely affecting our proprietary and/or intellectual property rights in any portion of the Software and/or any Confidential Information will cause irreparable injury to us for which monetary damages are not an adequate remedy, and we shall be entitled to equitable relief in addition to any remedies we may have hereunder or at law.

9.6  Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.  If for any reason any provision of this Agreement is unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.  Headings are for reference purposes only.

9.7  Our Software does not provide access to emergency service providers like the police, fire department, hospitals, or other public safety organizations. Make sure you can contact emergency service providers through a mobile, fixed-line telephone, or other service.

9.8  This Agreement sets forth the entire understanding between the parties concerning the subject matter hereof and supersedes all contemporaneous and prior agreements with respect to the subject matter hereof.  In the event of an unavoidable conflict between the terms and conditions in this Agreement and in any other agreement between the parties, the terms and conditions in this Agreement shall prevail to the extent that they are more restrictive of your (and/or your Affiliates’) access and use of the Software and/or more protective of us (and/or our Affiliates’) Confidential Information.  None of your purchase order terms or acknowledgements shall modify or supersede the terms of this Agreement.  This Agreement may be amended only in a writing signed by authorized representatives of both of us.

 

Effective as of October 26, 2018

Updated October 27, 2020