General Service Agreement

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Last updated: September 29, 2020

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Service Provider:

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SAFEKARD, LLC (SAFEKARD) of 503 MCKEEVER RD. #1501 ARCOLA, TX. 77583
 

Background:

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1. The Customer is of the opinion that the Service Provider has the necessary qualifications, experience and abilities to provide services to the Customer.

2. The Service Provider is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement.

 

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and SafeKard (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

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Services Provided

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The Customer hereby agrees to engage SAFEKARD to provide the Customer with services (the “Services”) consisting of:

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• providing hardware and software services to locate personnel in the event of an emergency

• any other tasks or end device hardware which the Parties may agree on.

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PLEASE READ THESE TERMS OF USE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY SAFEKARD. THIS IS A BINDING AGREEMENT BETWEEN YOU AND SAFEKARD. BY ACCESSING OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MAY NOT USE THE SERVICES.

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE MOST DISPUTES. THESE TERMS LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. IF YOU ARE AN AUTHORIZED USER OF AN ORGANIZATION (AS DEFINED BELOW) THAT HAS ENTERED INTO A LICENSE AGREEMENT WITH SAFEKARD, YOU ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SUCH AGREEMENT.

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PLEASE NOTE THAT THIS AGREEMENT is subject to change by SafeKard in its sole discretion at any time.  We reserve the right to modify this Agreement at any time, but we will do our best to bring material changes to your attention by contacting you at the e-mail address listed on your account if you are a registered user, posting a notice on the Services or by some other means. If you don’t agree with the new terms, you may reject them but you may not continue using the Services. Your use of the Services in any way following such notification constitutes your acceptance of the terms and conditions as modified. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services at any time.

 

• Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (ii) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (iii) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services; (iv) you shall not access Services in order to build a similar or competitive product or service; and (v) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update or other addition to Services shall be subject to this Agreement. SafeKard, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of Services terminates the licenses granted by SafeKard pursuant to this Agreement.

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• Configuration of Services. You understand that correct configuration of emergency information is required for the Services to work as intended. You agree to regularly confirm and update your data and connections to any groups you organize or subscribe to, as necessary to ensure proper functioning of the Services, including without limitation, downloading the latest emergency plan provided by your group and ensuring that such data is not altered or deleted by you, any third party, or any third party software or applications. While the Services allow you to turn off some or all notifications, a critical function of the Services includes providing you with notifications of emergencies. If you turn off some or all notifications, you will not receive timely messages and alerts.

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• Updates. You understand that Services are evolving. You acknowledge that the proper functioning of the Services requires you to use the latest version of the Application and/or Software.  You agree to regularly check for, download, and install the latest updates to your Application and/or Software.

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• Ownership of Services. Other than your User Submissions (as defined below), you agree that SafeKard and its licensors and suppliers own all rights, title and interest in the Services. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

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• Reservation of Rights. SafeKard reserves the right to charge fees for access and use of the Services (in whole or in part) at any time, in its sole discretion. If SafeKard implements any fees, SafeKard will post a notice regarding the affected Service and send an e-mail to the e-mail address associated with your account. After the fees become effective, you may no longer be able to access the Services (in whole or in part) unless you provide a method of payment and consent to the payment terms and any additional terms which may be presented at the time of purchase.

 

Registration

 

As a condition of using Services, you will be required to register an account with SafeKard. You

agree to provide SafeKard with accurate, complete, and updated registration information. By

registering an account, you represent and warrant that all registration information you submit is

accurate and truthful. You agree to update such information from time to time to maintain the

accuracy of such information. You agree not to create an account using a false identity or

information, or on behalf of someone other than yourself. SafeKard reserves the right to refuse

registration of or cancel a SafeKard account in its sole discretion. You will be responsible for

maintaining the confidentiality of your account and password. You may not transfer your account to anyone without express prior written consent of SafeKard. Violation of any of the foregoing may result in immediate termination of your account, revocation of your ability to use the Services, and may subject you to state and federal penalties and other legal consequences. You agree that you shall not have more than one account at any given time. You agree not to create an account or use the Services if you have been previously removed by SafeKard, or if you have been previously banned from any Services.  Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your account, and you further acknowledge and agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of SafeKard.

 

Consent to Receive Messages

 

By providing your mobile phone number to the Services (or if you are part of an Organization,

permitting the Organization to provide your mobile phone number to the Services), you hereby

expressly consent to our use of your mobile phone number to call or send you SMS audio and text messages in connection with the Services, including through the use of automatic telephone dialing systems or other automated communications technology. SafeKard will not assess and charge for any calls or texts, but standard message rates or other charges from your wireless carrier may apply.  To stop receiving SMS audio and text messages from the Services, you may remove your mobile phone number from your account.

 

Content

 

While using the Services, you and other users may provide information which may be used by SafeKard in connection with the Services and which may be visible to certain other users.  All materials, information, photos, videos, or other content (“Content”) that a user posts, transmits, or otherwise makes available on the Services is such user’s “User Submission.”

 

SafeKard does not claim ownership of your User Submissions. However, when you post or publish Content on or in the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display your User Submission (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in your User Submission. 

 

Subject to any applicable account settings that you select, you grant SafeKard a fully paid, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right

(including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, your User Submission (in whole or in part) for the purposes of operating and providing the Services to you and to our other users. Please remember that other users may search for, see, use, modify and reproduce any of your User Submissions that you submit to any “public” area of the Services. You warrant that the holder of any worldwide intellectual property right, including moral rights, in your User Submission, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not SafeKard, are responsible for all of your User Submission that you make available on or in the Services

 

Terms of Agreement

 

The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

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• In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days notice to the other Party.

• Except as otherwise provided in this Agreement, the obligations of SafeKard will end upon the termination of this Agreement.
   

Performance

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The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
 

Currency

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Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (United States Dollars).
 

Compensation

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For the services rendered by SafeKard as required by this Agreement, the Customer will provide compensation (the “Compensation”) to SafeKard as follows:

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• The Customer will pay SafeKard per project agreed. Each project has its own costs and SafeKard agrees to inform the Customer what costs are involved when setting the quotation and the Customer agrees to pay the total amount when the project is delivered.

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The above Compensation includes all applicable sales tax, and duties as required by law.
 

Return of Property

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Upon the expiry or termination of this Agreement, SafeKard will return to you, any property, documentation, records, or Confidential Information which is your property.
 

Capacity/Independent Contractor

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In providing the Services under this Agreement it is expressly agreed that SafeKard is acting as an independent contractor and not as an employee. You and SafeKard acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
 

International Users

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The Services can be accessed from countries around the world and may contain references to Services that are not available in your country. These references do not imply that SafeKard intends to introduce such Services in your country. SafeKard makes no representations that the Services are appropriate or available for use in other locations other than the United States of America. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.

 

 

Export Control

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You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law.  You acknowledge and agree that products, services or technology provided by SafeKard are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, reexport, or transfer any products, services or technology provided by SafeKard, either directly or indirectly, to any country in violation of such laws and regulations.

 

Notice

 

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:

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• SAFEKARD, LLC 503 MCKEEVER RD. #1501 ARCOLA, TX. 77583 Email: NORMAN@SAFEKARDLLC.COM

• [COMPANY SENDER'S NAME] [COMPANY SENDER'S ADDRESS] Email: [SENDER@EMAIL.COM]

 

or to such other address as any Party may from time to time notify the other.

 

Dispute Resolution

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In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.

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If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Texas.  The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Texas.
 

Modification of Agreement

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Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

 

Force Majeure

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SafeKard shall not lose any rights hereunder or be liable to you for damages or losses on account of failure of performance by SafeKard if the failure is the result of an Act of God (e.g., fire, flood, inclement weather, epidemic, or earthquake) war or act of terrorism, including without limitation, chemical or biological warfare, labor dispute, lockout, strike, embargo; governmental acts, orders, or restrictions; failure of suppliers or third persons; power or Internet outage; mechanical, electronic or communications failure or degradation (including “line-noise” interference); or any other reason where failure to perform is beyond SafeKard’s reasonable control.
 

Time of the Essence

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Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
 

Assignment

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SafeKard will not assign, transfer, subcontract, delegate, or sublicense its obligations under this Agreement without your prior written consent.

You may not assign, transfer, subcontract, delegate, or sublicense your obligations under this Agreement without SafeKard’s prior written consent.
 

Entire Agreement

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It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. The failure of either party to exercise, in any respect, any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
 

Inurement

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This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
 

Titles/Headings

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Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
 

Gender

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Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
 

Governing Law

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It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Texas, without regard to the jurisdiction in which any action or special proceeding may be instituted.
 

Waiver

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The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

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