TERMS OF SERVICE

(Last Updated: January 01, 2018)

Welcome to Protection Brands. Protection Brands (“we” “us” or “our”) provides Services available at our web sites (the “sites”) TravelProtection.insure, DamageProtection.insure, OfferTravelProtection.com, OfferDamageProtection.com, ProtectionBrands.com to you (“you” “User” or “Subscriber”) according to these Terms of Service and/or a specific Subscriber Services Agreement you have executed with us (in which case these Terms of Service are an Addendum thereof).

By using the sites, the services available at the sites, and any service, software, application, plug-in, component, functionality, or program created by Protection Brands (together, the “Services”), you are agreeing to the following terms and conditions. These terms and conditions, along with any other policies or guidelines posted on the sites, shall govern your use of the sites and the Services, whether directly or through a third-party site(s). Please read them carefully before using the sites or the Services. Should you have any questions concerning this Agreement, please contact: customercare@ProtectionBrands.com.

By visiting the site(s) and/or by completing the registration process for the Services, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by the Terms and Conditions set forth herein. Protection Brands is available ONLY TO USERS 18 YEARS OF AGE OR OLDER.

Application. The Protection Brands suite of applications is a software platform for Subscribers to deliver a range of asset and revenue protection products and services, including various types/lines of insurance, protection programs, credit-checking, renter qualification, and security services; enable subsequent management of potential claims; and including custom-configuration of specific products offered, account-holders, consumers/buyers, and rentable locations. The Protection Brands Applications are a comprehensive data analysis, value distribution, performance and workflow management, and reporting system. The integrated Application is hosted on what we believe to be reliable third party web application and database servers (“Service System”) configured to provide a high level of application performance at all times.

Monitoring Services. Protection Brands has no explicit obligation to monitor the Service System, but may do so and disclose information regarding use of the Services for any reason if, in its sole discretion, believes that it is reasonable to do so, including to: satisfy laws, regulations, or governmental or legal requests; operate the Service properly; or protect itself and its subscribers. Protection Brands may immediately remove Subscriber material or information from the Service System, in whole or in part, which, in its sole and absolute discretion, determines to infringe another’s property rights and/or to violate our Acceptable Use Policy as set forth herein.

Account Requirements. To receive the Service an end-user must be at least 18 years old and provide a valid credit card for charging of Fees. End-user computers must meet the following minimum requirements: an Internet connection and any Web Browser (recommend: Google Chrome, Firefox 3.5, and Internet Explorer 8, or greater); High-speed DSL or Cable internet connection.

Technical Support. Contracted technical support is intended to resolve, via phone or email, technical issues involving use of Services. Protection Brands endeavors to provide customers timely and accessible expert assistance as follows: (a) Technical support is provided to Subscriber main technical contact individual. (b) We offer no guarantee that we will be able to resolve any particular issue, however Protection Brands will make its best efforts to do so in a timely manner. (c) Technical support will be available by phone during our normal 8 AM to 5 PM Pacific Time business hours. (d) Protection Brands technical support contracts do not provide technical support for in-depth software development using development tools provided by software partners.

1. MODIFICATIONS TO THESE TERMS OF SERVICE.

We recommend that you print and retain a copy of these Terms of Service. Upon ninety (90) days advance prior notice (“Notice”) to you, we reserve the right, at our sole discretion, to change, modify or otherwise revise these terms and conditions at any time (“Modifications”). We will notify you of any such Modifications via email at your Account email address, and you can also find the most recent version of these terms and conditions on the sites, with the date of last modification referenced therein. For new Users, Modifications shall become effective immediately upon the posting thereof; for existing Users who have received Notice of Modification, Modifications shall become effective ninety (90) days after Notice. If you do not agree to the Modifications, your sole recourse is to immediately terminate use of the Services. Your continued use of the Services following the posting and effective date of Modifications will constitute your acceptance of the terms and conditions Modifications. Should you have any questions regarding the use of our sites, please contact us at customercare@protectionbrands.com.

1. YOUR REGISTRATION OBLIGATIONS.

We provide the Services for your personal use.  You may not use the Services to conduct business without a separate written Agreement with Protection Brands.

To obtain and use the Services, you will be required to register with Protection Brands by completing a registration form and designating a User ID and Password.  When registering with Protection Brands you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

You are responsible for maintaining the confidentiality of the User ID and Password, and are fully responsible for all activities that occur under your User ID and/or Password.

You may authorize a third party to access or use the Services on your behalf via the User ID and Password or the generated API Key.  You are responsible for maintaining the confidentiality of the User ID, Password and API Key, and are fully responsible for all activities that occur under your User ID and Password or the generated API Key.

You agree to immediately notify Protection Brands of any unauthorized use of your API Key or any other breach of security.  Protection Brands cannot and will not be liable for any loss, damage or consequence arising or resulting from any unauthorized use of your account.

1. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION.

By registering with Protection Brands, you understand that we may send you communications or data from Protection Brands regarding the Services, including but not limited to (a) notices about your use of the Services, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding Protection Brand’s products and services, via electronic mail.  We give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message.

1. USER CONDUCT/ACCEPTABLE USE POLICY.

Unauthorized use of the Protection Brands service, or the resale of said service without our prior written consent, is expressly prohibited. You shall not copy, sell, transfer, distribute, publish, or assign your license to our services in any format to any third party.  In addition, you may not use the Services in any way that violates applicable federal, state, or international law, or for any unlawful purpose.  Further, you may not use the Services to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of Protection Brands or others.

To the extent that the Services provide Users an opportunity to store and exchange information, materials, data, files, programs, ideas and opinions (“User Content”), you hereby represent and warrant that you have all necessary rights in and to all User Content you provide and all information contained therein.  By registering to use the Services, you understand and acknowledge that Protection Brands and its contractors retain an irrevocable, royalty-free, worldwide license to use, copy, and publicly display such content for the sole purpose of providing to you the Services for which you have registered. In the event that you give Protection Brands the right to distribute your content, additional terms may apply to Protection Brand’s usage or distribution of this content.  You continue to retain all ownership rights in any User Content you provide and shall remain solely responsible for your conduct, your User Content, and any material or information transmitted to other Users for interaction with other Users.  Protection Brands does not claim any ownership rights in any User Content.

Content posted by Users and other non-Protection Brands contributors are generally not reviewed by Protection Brands.  Protection Brands shall have the right, but not the obligation, to reject, refuse to post, or otherwise monitor all content displayed by users, and may remove or require users to remove all content that Protection Brands, in its sole discretion, deems to be (a) inconsistent with Protection Brand’s strategic mission and vision (including but not limited to content that contains undesirable images of or links or references to tobacco and alcohol products, profanity, pornography, violence or prejudicial content) and/or these Terms of Use; or (b) possibly in violation of applicable law. In addition, Protection Brands has the right to remove any content if Protection Brands has reason to believe that displaying such content may infringe the rights of a third party or subject Protection Brands to expense or liability. Please notify us regarding any content that you believe might violate applicable law or your intellectual property rights or contain undesirable images of or links or references to tobacco and alcohol products, profanity, pornography, violence, prejudicial content, or content that is obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.

Protection Brands reserves the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance shall not dictate or limit Protection Brand’s response to a future complaint.  You acknowledge and agree that Protection Brands shall not assume or have any liability for any action or inaction by Protection Brands with respect to any User Content.

Protection Brands reserves the right, in its sole discretion, to deactivate and/or require a change of name for any user Vanity URL for any reason or for no reason. Protection Brands may exercise such right at any time, with or without prior notice. Upon receipt of notice from Protection Brands of its decision, subscriber will immediately provide Protection Brands with a replacement name for the Vanity URL acceptable to Protection Brands, or the Vanity URL will be canceled. Without limiting the generality of Protection Brand’s discretion, among the reasons Protection Brands may determine a Vanity URL is unacceptable are abuse of the feature, violation of any of these terms of service, infringement or potential infringement on third party intellectual property rights such as trademark or copyright, misrepresentation, or failure to pay pursuant to the terms of any service agreement.

Additionally, Protection Brands reserves the right, without limitation, to terminate your access to and use of the sites and Services if, in our view, your conduct fails to meet any of the following guidelines for User conduct:

1. You may not attempt to harm, disrupt, or otherwise engage in activity that diminishes, the Protection Brands sites, computer systems and network, or the Services.
2. You may not attempt to interfere with any other person’s use of the Services.
3. You may not misrepresent your identity or impersonate any person.
4. You may not attempt to gain access to any account, computers or networks related to the Services without authorization.
5. You may not attempt to obtain any data through any means from the Services, except if we intend to provide or make it available to you.
6. You may not attempt to charge others to use the Services either directly or indirectly.
7. You may not use the Services to participate in pyramid schemes or chain letters.
8. You may not use the Services to send, either directly or indirectly, any unsolicited bulk e-mail or communications or unsolicited commercial e-mail or communications.
9. You may not use the Services for defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights of others.
10. You may not use the Services to send or otherwise make available, any material protected by intellectual property laws unless you own or control the rights to such material or have received all necessary consents.
11. You may not use the Services to send or otherwise making available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar Software that may damage the operation of another’s computer or property.
12. You may not use the Services to download any material sent by another User of the Services that you know, or reasonably should know, cannot be legally distributed in such manner.
13. You may not use the Services to violate any code of conduct or other guidelines which may be applicable to the Services or the sites.
14. You may not use the Services to harvest or otherwise collecting information about others, including e-mail addresses.
15. You may not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, or reverse engineer any software used or provided by Protection Brands in connection with the Protection Brands sites or Services.
16. You may not use the Services in a manner that results in excessive bandwidth usage, as determined by a representative of Protection Brands. Use of the Services on the sites as well as use of the Services on any desktop application will be applied toward such bandwidth usage.

All judgments concerning the applicability of these guidelines shall be at the sole and exclusive discretion of Protection Brands.  Protection Brands reserves the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance shall not dictate or limit Protection Brand’s response to a future complaint.  You acknowledge and agree that Protection Brands shall not assume or have any liability for any action or inaction by Protection Brands with respect to any User Content.  Users shall remain solely responsible for User Content, and any material or information transmitted to other Users for interaction with other Users.

1. INTELLECTUAL PROPERTY RIGHTS AND NOTICES.

Except for the licenses granted herein, you have no right, title or interest in or to Protection Brands Services or any content. You agree that Protection Brands or its licensors retain all proprietary right, title and interest, including copyright and all other intellectual property rights, in and to Protection Brands service and content, including, without limitation, text, images, and other multimedia data.

All contents of the Protection Brand’s sites and Services including but not limited to design, text, source code, object code, software, technical drawings, configurations, graphics, other files, and their selection and arrangement (“Content”) are: Copyright © 2018 Protection Brands LLC, and/or the proprietary property of its suppliers, affiliates, or licensors.  Content may not be reproduced, modified, derivative works created from, displayed, performed, published, distributed, disseminated, broadcasted or circulated to any third party (including, without limitation, the display and distribution of the material via a third party Web sites or other networked computer environment) without the express prior written consent of Protection Brands and/or it suppliers, affiliates, or licensors.  All Rights Reserved.

Protection Brands and the Protection Brands logo are including without limitation, either trademarks, service marks or registered trademarks of Protection Brands, and may not be copied, imitated, or used, in whole or in part, without Protection Brand’s prior written permission or that of our suppliers or licensors.  Other product and company names may be trade or service marks of their respective owners.

Protection Brands may have patents, patent applications, trademarks, service marks, copyrights, or other intellectual property rights covering subject matter in its sites that are part of the Services.  Unless we have granted you licenses to our intellectual property in these terms and conditions or Subscriber Services Agreement, our providing you with such Web pages does not give you any license to our intellectual property.  Any rights not expressly granted herein are reserved to and by Protection Brands.

1. NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

Protection Brands respects copyright law and expects Users to do the same.  Protection Brands expressly prohibits the use of its Services for the illegal transmission of copyrighted material, and will respond if notified by content owners to disable copyrighted material from being transmitted via its Services.  In addition, Protection Brands may disable individual accounts if these accounts are found to be illegally transferring copyrighted material.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Protection Brand’s Agent for Notice of claims of copyright or other intellectual property infringement (“Agent”) the written information specified below: (1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) A description of the copyrighted work that you claim has been infringed upon; (3) A description of where the material that you claim is infringing is located on the sites; (4) Your address, telephone number, and e-mail address; (5) A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (6) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Protection Brands’s Agents can be reached at customercare@protectionbrands.com.

1. THIRD PARTY CONTENT, SITES AND SERVICES.

All transactions using Protection Brand’s services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. We may also provide some content to you as part of the Services. However, Protection Brands is not an agent of any transacting party, nor are we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third-party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. Protection Brands shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third-parties. You are solely responsible for your dealings with any third-party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third-party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.

1. DESKTOP SOFTWARE.

If you have licensed Protection Brand’s software that allows you to use the Services on your desktop (“Desktop Software”), you understand and agree that any information, materials, data, files, programs, ideas and opinions provided or made available by you through the Desktop Software constitutes “User Content” under Section D, herein. By licensing the Desktop Software, you grant Protection Brands and its contractors an irrevocable, royalty-free, worldwide license to access, use, modify, and delete User Content on your desktop through the Desktop Software for the sole purpose of providing to you the Services, including, without limitation, the synchronization of files between the Desktop Software and the sites. You acknowledge and agree that Protection Brands shall not assume or have any liability for any action or inaction by Protection Brands with respect to any such User Content, including, without limitation, the loss of such User Content.

Without limiting the generality of Section D, herein, you may not use the Services, including the Desktop Software, in a manner that results in excessive bandwidth usage, as determined by a representative of Protection Brands. Protection Brands reserves the right, in its sole discretion, to determine whether and what action to take in response to any excess bandwidth usage, including, without limitation, limiting your bandwidth usage or charging you for such excess usage.

If you have licensed the Desktop Software, Protection Brands reserves the right, in its sole discretion, to make unscheduled deployments of updates or enhancements to the Desktop Software. You acknowledge and understand that during such deployments, certain functionality of the Desktop Software may be unavailable and outages may occur.

1. PRIVACY.

Protection Brands has established a Privacy Policy to explain to Users how their information is collected and used, which you can read on our sites.  Your use of the Services is your acknowledgment of and agreement to the Protection Brands Privacy Policy.  You further acknowledge and agree that Protection Brands may disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, to enforce these terms and conditions, or, in its sole discretion, to protect the rights, property, or personal safety of Protection Brands, its employees, users and third parties, and the public, or as otherwise described in the Privacy Policy.

1. Protection Brands MAKES NO WARRANTIES.

Protection Brands is in no way liable for loss of customer data. Under no circumstances will Protection Brands be held accountable for any loss of customer data. By becoming a Protection Brands user you, the customer, acknowledge that you forfeit the right to hold Protection Brands accountable for any and all technical errors, including loss of user files (customer data).

In the event that Protection Brands concludes offering data storage services, Protection Brands users will receive the option to have their stored files sent to them in CD or other format selected by Protection Brands. Protection Brands does not guarantee length of service.

Protection Brands intends for the information contained on its sites and Services to be accurate and reliable; however, errors sometimes may occur.  In addition, Protection Brands may make changes and improvements to the information provided herein at any time.  Protection Brands PROVIDES ITS SITES AND SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE”, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Protection Brands, ITS AFFILIATES, RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS (EACH, A “Protection Brands PARTY,” AND COLLECTIVELY, THE “Protection Brands PARTIES”) MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED.  THE Protection Brands PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS,STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE WEB SITES WILL BE UNINTERRUPTED OR ERROR-FREE.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS CONTRACT.

1. LIMITATIONS OF LIABILITY

IN NO EVENT WILL ANY Protection Brands PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS CONTRACT OR YOUR USE OF THE SOFTWARE OR SERVICE, EVEN IF SUCH Protection Brands PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE EXCLUSION OF DAMAGES UNDER SECTION K IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THIS CONTRACT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY Protection Brands PARTY WITH RESPECT TO THIS CONTRACT OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.  In the event that, notwithstanding the foregoing disclaimers and indemnification, Protection Brands is found responsible to any Protection Brands User for any reason whatsoever, Protection Brand’s responsibility shall be limited to the net amounts actually paid by such user for Protection Brand’s services, net of any pass-through expenses, and shall not include punitive damages or consequential or resulting damages of any nature.

1. CHANGES TO THE SERVICE; ADDITIONAL LIABILITY LIMITATION.

WE MAY CHANGE THE SOFTWARE AND SERVICE OR DELETE FEATURES AT ANY TIME AND FOR ANY REASON.  WITHOUT LIMITING THE GENERAL NATURE OF SECTIONS I AND J, THE Protection Brands PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF SECTIONS H AND I, Protection Brands IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SOFTWARE AND SERVICES, (2) ANY INCOMPATIBILITY BETWEEN THE SOFTWARE AND SERVICES AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SOFTWARE AND SERVICES IN AN ACCURATE OR TIMELY MANNER, (4) ANY LOSS OF USER DATA, INCLUDING, WITHOUT LIMITATION, DAMAGED OR LOST USER FILES, THROUGH USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE DESKTOP SOFTWARE, OR (5) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SOFTWARE AND SERVICES AVAILABLE FROM THIRD PARTIES THROUGH LINKS.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

1. INDEMNIFICATION.

You agree to indemnify, defend and hold harmless, Protection Brands, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers, to and from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of this agreement by you. Protection Brands reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Protection Brands in asserting any available defenses.

1. CONFIDENTIALITY.

“Confidential Information” means the Services and related Documentation, as well as any and all technical and non-technical information including patent, trade secret, intellectual property and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software program data files, software source documents, and formulae, when marked as “Confidential”.

Confidential Treatment. You and Protection Brands agree that You and Protection Brands will not make use of, disseminate, or in any way disclose Confidential Information pursuant to these Terms or any Subscriber Services Agreement to any person, firm or business, organization or entity, except to the extent necessary for performance of Services. You and Protection Brands agree that they shall disclose Confidential Information only to those individuals or entities who need to know such information and who have previously agreed to be bound by these terms and conditions. You and Protection Brands agree that they shall treat all Confidential Information with the same degree of care and responsibility as they accord to their own confidential information and represent that they exercise reasonable care to protect their own confidential information.

Termination of Confidential Treatment. Your and Protection Brand’s obligations with respect to any portion of Confidential Information shall terminate when a party can document that (a) it was in the public domain at the time it was communicated, (b) it entered the public domain subsequent to the time it was communicated through no fault of the receiving party, (c) it was in the receiving party’s possession free of any obligation of confidence at the time it was communicated, (d) it was rightfully in the receiving party’s possession free of any obligation of confidence at or subsequent to the time it was communicated, (e) it was developed by employees or Subscribers of the receiving party independently of and without reference to any information communicated to it by the other party, or (f) the communication was in response to a valid order by a court or other governmental body, was otherwise required by law, or was necessary to establish the rights of either party under these Terms or Subscriber Services Agreement.

1. SUSPENSION OR TERMINATION OF SERVICE.

Protection Brands reserves the right to suspend your use of Protection Brands Services immediately without notice in event of abnormal, irregular or anomalous activity in your Account, and will notify you in a timely manner of the suspension and the expected time of release thereof. Protection Brands reserves the right to terminate your use of Protection Brands Services immediately without notice in the event of unlawful activity in your Account, and will notify you in a timely manner thereafter. You may terminate your user Account upon notice to Protection Brands at any time. Upon termination by Protection Brands or at your direction, you may request a file of your data, which Protection Brands will make available for a fee based on labor time required to retrieve and deliver the data. To receive such file, you must make such request at the notification of termination within thirty (30) days of termination. Otherwise, ANY DATA YOU HAVE STORED ON Protection Brands’ SYSTEMS MAY NOT BE RETRIEVED, and Protection Brands shall have no obligation to maintain any data stored in your account or to forward any data to you or any third party. In addition to other suspension or termination provisions, Users may be subject to suspension if: (a) the User does not log-in to their Account within ninety (90) days of initial registration/activation, or (b) the User does not engage in any Protection Brands activity for any period of one-hundred-eighty (180) consecutive days. Protection Brands will notify you via email informing you that your Account will be suspended within seven (7) days unless you begin to use the Account during that period. At the conclusion of that seven (7) day period, absent any such activity, the Account may be suspended. Any data stored in your Account upon suspension may be lost.

In addition to other termination provisions, Users are subject to termination if: (a) the User does not engage in any Protection Brands activity within thirty (30) days of registration, or (b) the User does not engage in any Protection Brands activity for any period of ninety (90) consecutive days. We will send you an email describing the situation and informing you that your account will be closed within seven (7) days unless you begin to use the account during that period. At the conclusion of that seven (7) day period, absent any such activity we will close the account. Any data you may have stored will be lost.

1. PAYMENT OF FEES; AUTOMATIC RENEWAL.

The Fees applicable for Protection Brands products, if any,  are available in the Protection Brands application functionality, and are published within the Products module thereof. Subject to any other Agreement between you and Protection Brands and/or a Protection Brands Affiliate, Protection Brands reserves the right to change the Fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you (which will be sent by email to the address you have most recently provided us). Payments for all charges are due and payable when incurred and/or invoiced. If payment is not received by the end of the given billing period, the user’s Account may be suspended, and all shared links will be disabled until all outstanding payments have been received by Protection Brands. Users retain the responsibility for paying all outstanding balances in a timely manner and maintaining updated billing information. If payments are delinquent beyond thirty (30) days, Protection Brands reserves the right to suspend or terminate the Account.

1. REFUND OF CHARGES.

Except as specifically set forth in this section, all Protection Brands products and services are prepaid for the period selected (monthly, yearly or otherwise) and are refundable for the period defined in the Protection Brands Manager functionality and are published within the Products module thereof. Unless otherwise notified all refunds are applied to your account as credit towards future product and service purchases. All refunds are applied at the sole discretion of Protection Brands.

If you have a question while canceling your products or services, Protection Brands customer service support staff will generally respond to your message within forty-eight hours, unless uncontrollable circumstances delay the response.

1. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES.

These Terms of Use shall be governed by and construed in accordance with the laws of the State of California, United States of America, excluding its conflicts-of-law principles. Please note that your use of the Services may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Protection Brands or relating in any way to your use of the Services resides in the courts of California and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of California in connection with any such dispute including any claim involving Protection Brands or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.

1. INTERNATIONAL USERS.

By using the Protection Brands Services, Users in the European Union and other nations understand and consent to the processing of personal customer information in the United States of America.

1. NOTICES TO Protection Brands.

You may notify us by e-mail at: customercare@ProtectionBrands.com

1. OTHER TERMS.

Subscriber Duties. Subscriber agrees that it will make its best efforts to perform its duties as a Subscriber, including but not limited: (a) to actively engage property renters and their employers to purchase and/or use Protection Brand’s Service System-provided products and services; (b) to re-direct received calls and emails from potential and actual customers to Protection Brands customer service facilities; and (c) to actively promote and advertise Protection Brand’s Service System-provided products and services.

Promotional Materials. Subscriber agrees and affirms its understanding that in the event it creates promotional materials for internal and/or external distribution that utilize Protection Brands “Marks” and/or “Intellectual Property”, under no circumstances shall it do so except according to the then-current version of Protection Brands Graphics Standards and Guidelines and the Confidentiality provisions of these Terms, and may not utilize said promotional materials in any form until it has received prior written approval thereof by Protection Brands, the approval or disapproval thereof by Protection Brands not being unreasonably delayed.

No Adverse Actions. Subscriber agrees not to take any action that would, or fail to take any action that would mitigate, damage, discredit, dishonor or reflect adversely on Protection Brands.

Best Efforts and Standards. Subscriber will use best efforts for industry standards of service, including ensuring that Subscriber’s employees and contractors (if any) are trained to follow said standards.

Proprietary Rights. The Service System and Documentation, and all worldwide Intellectual Property Rights therein, are Protection Brand’s exclusive property. Nothing in these Terms will be deemed to grant, by implication, estoppel or otherwise, a license under any of Protection Brand’s existing or future patents; Protection Brands agrees that it will not assert any of its rights under such patents against Subscriber based upon the exercise by Subscriber of the license granted herein. Subscriber will not remove, alter, or obscure any proprietary notices (including copyright notices) of Protection Brands on the Service System or the Documentation.

Remedies; Dispute Resolution. Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration according to the Rules, Codes and Protocols of the American Arbitration Association.

Compliance with Laws. Subscriber will comply with all applicable laws, including all export and import control laws and regulations, in its use of the Service System. Subscriber will defend, indemnify and hold harmless RG from and against any violation of such laws or regulations by Subscriber or any of its Subscribers, officers, directors, or employees.

Waivers. All waivers must be in a writing signed by both parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Assignment. Protection Brands may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other party. Any attempt by you to do so is void. ANY CLAIM RELATED TO THIS CONTRACT OR THE SOFTWARE AND SERVICE MUST BE BROUGHT WITHIN ONE YEAR.  THE ONE-YEAR PERIOD BEGINS ON THE DATE WHEN THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS. IT ALSO APPLIES TO US AND OUR SUCCESSORS AND ASSIGNS. The failure of Protection Brands to exercise or enforce any right or provision of the terms and conditions shall not constitute a waiver of such right or provision. The section titles in these terms and conditions are for convenience only and have no legal or contractual effect.

Other. If any part of these terms and conditions are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth herein, 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 remainder of these Terms or any Subscriber Services Agreement shall continue in effect; A printed version of these terms and conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form; All rights not expressly granted herein are reserved to and by Protection Brands.