General Terms Applicable to Authorized Government Users (Nixle Connect)
[The following terms and conditions I are applicable to Authorized Users, as defined below (“Terms of Service”).] These Terms of Service must be accepted by an individual within the Government agency that is authorized to bind such agency prior to any use of the Service.
Eligible Applicants to Use the Services
The Services are available only to government entities, including educational institutions, and other established official organizations recognized as such by the applicable city, county, or state (“Organizations”); and may only be used by individuals designated by such Organizations (“Authorized Users”). Collectively, Authorized Users shall be referred to as “You” or “you.” The Services are offered to more than one Organization; accordingly, these Terms of Service are non-exclusive, and nothing in these Terms of Service will be construed to prevent us from allowing other Organizations or third parties selected by us to use the Services.
Description of Service
The “Nixle Tipping” service (which is an enhanced paid service) together with any other services offered by Nixle (collectively the “Services”) are offered through this web site (the “Web Site”) by Nixle, (“we” or “us”). The Services are explained in detail on www.nixle.com. The Services are intended to facilitate the ability of government agencies to publish and send messages (“Communications”) to individuals (“Recipients”) by SMS text message, email and online, including through third parties as described herein and to receive anonymous crime tips. The enhanced functionality that Nixle Tipping offers is described in detail at www.nixle.com. Pricing is available by contacting a Nixle government representative by email at [email protected].
Intellectual Property Rights
All text, software (including source and object codes), visual, oral or other digital material, photographs, information, data, graphics and all other content of any description included in the Services, excluding information included in the definition of “your information” in the “Grant of License” section (collectively, the “Content”), and all copyrights, trade marks, service marks, patents, patent registration rights, trade secrets, know-how, database rights, and all other rights in or relating to the Services and the Content (collectively, the “Intellectual Property”) are owned by us, or by our licensors, and are protected by copyrights, trademarks, service marks, international treaties or other proprietary rights and laws of the United States of America (“U.S.”). The Services and the Content are also protected as a collective work of Everbridge, Inc. or compilation under U.S. copyright and other laws and treaties. No Content or Intellectual Property may be copied, modified, published, broadcast, or otherwise distributed without our prior written permission.
You may only use the Content, the Services, or the Intellectual Property as expressly permitted by these Terms of Service and for no other purposes. Any reproduction permitted under this Terms of Service must contain the following notice: “Copyright 2011 Everbridge, Inc. - All rights reserved.”
Except as expressly provided in these Terms of Service, nothing contained herein shall be construed as conferring upon you any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, laws or treaties. Furthermore, you may not use any of our trademarks, trade names or service marks in any manner that creates the impression that such names and marks belong to or are associated with you, or are used with our consent and you acknowledge that you have no ownership rights in and to any of these names and marks. All present and future rights in, and title to, the Services (including database rights and the right to exploit the Services and any portions of the Services over any present or future technology) are reserved to us for our exclusive use.
Grant of License
If it is determined that you retained moral rights (including rights of attribution or integrity) in the Content, you hereby declare that (i) you do not require that any personally identifying information be used in connection with the Content, or any derivative works of or upgrades or updates thereto; (ii) you have no objection to the publication, use, modification, deletion and exploitation of the Content by us or our licensees, business partners, successors and assigns; (iii) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (iv) you forever release us, and our licensees, business partners, successors and assigns, from any claims that you could otherwise assert against any of us by virtue of any such moral rights.
As an Authorized User of Nixle, you are granted a personal, nonexclusive, nontransferable, non-assignable, revocable, limited license to access and use the Web Site, Services and Content for Authorized Use only and not for commercial purposes. “Authorized Use” means your use for non-profit or informational purposes, but DOES NOT include (a) using the Content, or parts of the Content, to create your own database for the purposes of communicating with Recipients without using the Nixle Services, (b) using the Services, Content, or parts of the Content, for for-profit gain for any party, individual or entity, or (c) the posting, publication, transmission, or dissemination of the Content, or parts of the Content, in digital or electronic form by means of the World Wide Web, electronic mail, any online services, or any other medium now existing or hereafter developed. Otherwise, you may not duplicate, transmit, redistribute or publish the Content, or parts of the Content. You may not use any network monitoring or discovery software to extract information about usage or Authorized Users of the Services. You may not use any robot, spider, other automatic device or manual process to monitor or copy the Content. Any violation of the foregoing provisions constitutes unauthorized use and may result in immediate suspension or termination of the Services, as well as civil or criminal liability.
Links to all third-party web sites are provided solely as a convenience to you and not as an endorsement by us or by the operator of this Web Site of the third party or of the content contained on the third-party web site. We do not monitor third-party web sites. We do not assume any responsibility for the content of linked third-party web sites or make any representation regarding the accuracy of materials on such third-party web sites. If you choose to access a linked third-party web site, you do so at your own risk.
You agree to comply with any rules of operation and security procedures for the Services established by us from time to time. You agree that you will not attempt to gain or allow access to any data, files or programs to which you are not entitled under these Terms of Service, and that if such access is obtained you will immediately inform us and return such materials to us. You agree to notify us immediately upon any suspension or termination of an Authorized User ability to use the Services. You agree not to share your account credentials with another party, including other members of your organization, and to immediately notify us if you suspect your credentials have been compromised.
Either party may terminate these Terms of Service for convenience on thirty (30) days written notice to the other party. Once you provide written notice of your intent to terminate: (a) You should refrain from accessing or otherwise using the Web Site and Services; and (b) we may deny you access to the Web Site and Services after such notice period expires. In addition to our right to terminate for convenience, we may terminate your access to the Web Site and Services immediately in the event of your breach of these Terms of Service.
THE SERVICES AND THE CONTENT ARE PROVIDED ON AN "AS IS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR SERVICE PROVIDERS AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY OR INTEGRATION.
NEITHER WE, OUR SERVICE PROVIDES NOR OUR LICENSORS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE (1) REGARDING THE RELIABILITY, USEFULNESS, ADEQUACY, SUITABILITY, COMPLETENESS, TIMELINESS, OR VALIDITY OF THE SERVICES OR THE CONTENT, NOR (2) THAT THE WEB SITE OR THE SITE THAT HOSTS THE WEB SITE ARE FREE FROM ANY COMPUTER VIRUSES, "WORMS" OR "TROJAN HORSES," ANY OTHER TYPE OF DESTRUCTIVE OR MALICIOUS COMPUTER CODE (BY WHATEVER NAME IT IS CALLED), OR ANY UNAUTHORIZED COMPUTER CODE WHICH IS ATTACHED TO, OR MADE A PART OF, THE SERVICES OR THE CONTENT BY ANY PERSON, GROUP OR ORGANIZATION. NEITHER WE, OUR SERVICE PROVIDERS NOR OUR LICENSORS ARE RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION, COMMUNICATION, OR MATERIAL DEVELOPED, POSTED, OR UPLOADED BY A THIRD PARTY. NEITHER WE, OUR SERVICE PROVIDERS NOR OUR LICENSORS CONTROL SUCH INFORMATION, COMMUNICATION OR MATERIAL, OR HAVE ANY RESPONSIBILITY TO YOU OR ANY OTHER PARTY FOR THE CONTENT OF ANY INFORMATION, COMMUNICATION, OR MATERIAL ON THIS WEB SITE, INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS.
We provide the communication service “Nixle Connect” solely for the purposes of allowing authorized government users to send public and or private communications to Recipients. The inclusion of any entity, including without limitation, organizations or person, including without limitation an Authorized User, in the Services or the Content does not constitute a representation, warranty, or endorsement with respect to the competence, suitability, or reliability of such organization or person by us a representation, warranty, or endorsement with respect to the competence, suitability, or reliability of such organization or person by us.
Except to the extent prohibited by relevant law or regulation, you agree that you will indemnify, defend and hold us harmless from any and all claims or suits (including, without limitation, reasonable legal fees and expenses) that arise out of your breach of these Terms of Service.
Limitation of Liability
NEITHER WE, OUR SERVICE PROVIDERS NOR OUR LICENSORS SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SERVICES OR CONTENT. WE, OUR SERVICE PROVIDERS AND OUR LICENSORS DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND, INCLUDING INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES), RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR THE CONTENT, INCLUDING, WITHOUT LIMITATION: (A) ANY THIRD PARTY WEB SITES, SERVICES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE SERVICES (INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN THE SERVICES); (B) THE TERMINATION OF YOUR ACCESS TO THE SERVICES; (C) ANY ERRORS IN, OR OMISSIONS FROM, THE CONTENT (INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS); (D) THE COMPLETE OR PARTIAL UNAVAILABILITY OF THE SERVICES OR THE CONTENT; (E) YOUR USE OF, OR INABILITY TO USE, THE SERVICES; (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SERVICES; (G) ANY COMPUTER VIRUSES, "WORMS" OR "TROJAN HORSES," ANY OTHER TYPE OF DESTRUCTIVE OR MALICIOUS COMPUTER CODE (BY WHATEVER NAME IT IS CALLED), OR ANY UNAUTHORIZED COMPUTER CODE WHICH IS ATTACHED TO, OR MADE A PART OF, THE SERVICES OR THE CONTENT BY ANY PERSON, GROUP OR ORGANIZATION; OR (H) ANY ACTIONS TAKEN OR OMISSIONS MADE BY ANY AUTHORIZED USER OR RECIPIENT, INCLUDING, WITHOUT LIMITATION, ANY ACTIONS TAKEN OR OMISSIONS MADE BY ANY AUTHORIZED USER OR RECIPIENT AS A DIRECT OR INDIRECT RESULT OF THE SERVICE.
The parties agree that the foregoing limitations will not be read so as to limit any liability to an extent that would not be permitted under applicable law and specifically will not limit any liability for gross negligence, intentional tortuous or unlawful conduct.
Restrictions on Linking and Framing Activities
We are concerned about the integrity of the Web Site when it is accessed in a manner solely determined by third parties or viewed in a setting solely created by third parties. Therefore, we prohibit caching, unauthorized hypertext links to any page of the Web Site other than the home page (generally known as “deep linking”), and framing. We reserve the right to disable any unauthorized links or frames and specifically disclaim any responsibility for the content available on any other Internet sites linked to the Web Site. Access to any other Internet sites linked to the Web Site is at the Authorized User’s or Organization’s own risk.
Authorized Third Parties
We reserve the right to allow third parties to provide any necessary services to us and/or to Authorized Users to enable us to provide the Services.
When you use the Web Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically or by text message. We will communicate with you by e-mail or by posting notices on the Web Site. These communications are intended to advise you of new functionality, new services, and or other important information pertaining to your use of the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Remedies for Violations
We reserve the right to seek any and all remedies available at law, in equity or otherwise for violations of these Terms of Service, including, but not limited to, the right to block access to the Services from a particular Internet address.
Governing Law and Jurisdiction
The Services are provided by a U.S. entity and this Agreement is governed by the laws of the State of California, USA without regard to its conflict of laws provisions. You hereby consent to the exclusive jurisdiction and venue of courts in California, USA and stipulate to the fairness and convenience of proceedings in such courts for all disputes arising out of or relating to the use of the services or Web Site. You agree that all claims you may have arising from or relating to the services must be heard and resolved in a court of competent subject matter jurisdiction located in the State of California.
The definition of the term “Services” in this Agreement includes the Web Site, the Communications functionality and the Content.
These Terms of Service constitute the entire agreement with respect to your access to, and use of, the Services. If any part of these Terms of Service are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitation set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions in these Terms of Service shall continue in effect.
We reserve the right to change these Terms of Service at any time. Any changes to these Terms of Service are effective immediately. You are responsible for regularly reviewing these Terms of Service. Continued use of the Services for 30 days after any such changes constitutes your consent to such changes.
The section headings in these Terms of Service are used solely for convenience and have no legal or contractual significance.
Notwithstanding any other provisions of these Terms of Service or any general legal principles to the contrary, any provision of these Terms of Service that imposes or contemplates continuing obligations on a party will survive the expiration or termination of these Terms of Service.
The rights and obligations of Nixle under the Terms of Service are assignable in whole or in part without the requirement or prior notification to you or your consent.
Modification and Notification of Changes
Registration; User ID, Password and Access to the Services
Your registration constitutes an application for your Organization to use the Nixle Service. After you request enrollment as an “authorized Nixle Connect user” we will review your application to confirm your eligibility to use the Services. We reserve the right to refuse service to anyone, including any particular individual designated as an authorized user, for any reason at any time. When you enroll to use the Services, you agree to provide us with accurate, complete information. It is your responsibility to inform us of any changes to such information. You will create a user ID and password to access the Services, and each individual you designate as an authorized user will create a distinct user ID and password. You are responsible for all use of the Services by anyone accessing the Services through your user ID password, or any of your organization’s authorized users’ passwords, and you will defend, indemnify and hold us harmless from and against any and all claims, liabilities or expenses arising out of any such use of the Services. If you become aware of any unauthorized use of an account, you will notify us immediately.
You are solely responsible for the content of any Communications sent from any Authorized Users granted access to the Services through your organization and your information and you warrant that you have all legal rights and licenses necessary for you to grant us a license to your information. In connection with the Services and Content, you will not: (a) act in an unwanted, threatening, harassing, abusive or offensive manner toward any Authorized User or Recipient; (b) use any of the Services for political, commercial or advertising purposes; (c) harm or exploit minors in any way, which includes requesting personal or other information; (d) post, submit or otherwise do anything with the Services, Content, or Web Site that is unlawful, harmful, tortious, defamatory, profane, obscene, libelous, or hateful to the average user; (e) act in a racially, ethnically, or otherwise objectionable manner; (f) collect or store personal data of any other user; (g) post or reference indecent or pornographic materials (whether in visual, textual, or audio format); (h) discuss, incite or otherwise solicit illegal activity; (i) violate or infringe upon the confidentiality, or proprietary or other rights, of any individual or third party, (j) send any communications to any user for any purpose other than personal use; or (k) transmit fraudulent, deceptive, or misleading communications or intercept or attempt to intercept email or other private communications not intended for you. In addition, by posting your information to the Web Site, you represent that you have all necessary rights in and to your information, and that your information will not infringe on any personal or proprietary rights of any third parties.
Our relationship is that of independent contractors. These Terms of Service shall not be construed as creating an employer/employee, agency or joint venture relationship between the parties.
You understand and agree not to use any functionality provided by the Web Site to post messages or initiate Communications that:
(i) Contain any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law;
(ii) Contain any sort of commercial advertisement;
(iii) Impersonate others or provide any kind of false information;
(iv) Contain personal information such as non-official contact information;
(v) Contain messages by non-authorized users purporting to speak on behalf of an Organization or containing confidential information or expressing opinions concerning an Organization or Nixle;
(vi) Contain messages that offer unauthorized downloads of any copyrighted or private information;
(vii) Are multiple messages restating the same point;
(viii) Are chain letters of any kind; or
(ix) Are identical (or substantially similar) messages to multiple recipients advertising any product or service, expressing a political or other similar message, or any other type of unsolicited commercial message; (collectively, “Prohibited Communications”).
Disciplinary Action for Violations
You agree to take disciplinary action against any Authorized Users (i) permitting non-Authorized Users to use the Services, or (ii) using the Services to post messages or send Prohibited Communications.
No Additional Legal Obligations
The parties agree that entering into this Agreement does not impose on Nixle any legal requirements not explicitly indentified herein.