Please enter and submit your information below, and a Rave Mobile Safety representative will contact you within 48 hours to walk through the next steps in the application and development process.
Last Updated: February 10, 2013
For purposes of this Agreement, “Rave Software” means collectively Rave’s proprietary Smart911Connect software development kit (“SDK”), including but not limited to, the hosted versions of the Smart911Connect software platform and related application programming interfaces (“APIs”) provided pursuant to this Agreement, together with all network protocols, data formats, database schemas and file formats used in such software (“Supported Interfaces”), and any help files incorporated in or product and user guides and/or related documentation provided with or related to such software (collectively, “Documentation”), as well as any additional related materials that Rave may, in its sole discretion, provide, including, but not limited to, corrections, updates and upgrades to any of the foregoing. Rave shall have no obligation to provide such additional materials, and any such additional materials that it does provide shall be deemed to be part of the Rave Software under this Agreement. Notwithstanding anything herein to the contrary, Rave shall have the right to modify the Rave Software or any component or functionality thereof, in its sole discretion, from time to time, without notice to you.
An overview of this Agreement is provided here for your convenience. This summary information does not eliminate the requirement for you to read, understand, and agree to this Agreement in its entirety. Pursuant to this Agreement you acknowledge and agree that:
Acceptance and Termination
Please read this Agreement carefully before accessing, downloading, installing or using any part of the Rave Software. By accessing, downloading, installing or using any part of the Rave Software, you hereby agree to all of the terms and conditions of this Agreement. You further represent you have the full right, power and authority to enter into this Agreement on behalf of the Developer. If you are registering to participate in the Developer Program on behalf of any organization, you are hereby entering into this Agreement for that organization and representing and warranting that you have the authority to legally bind that organization to this Agreement. If you do not have such requisite authority, you may not accept the Agreement or use any Rave Software individually or otherwise on behalf of any organization, employer or other entity.
By registering to participate in the Developer Program, you hereby (a) agree to provide truthful and complete information about your identity and your proposed and actual use of Smart911Connect (and to keep all such information updated) and (b) represent and warrant that your or any of your affiliate’s participation in the Developer Program has not been previously terminated by Rave (unless you have expressly made Rave aware of such fact in connection with your current application). Providing misleading information about your identity is forbidden, and is grounds for terminating your access to the Developer Program.
The initial term of this Agreement shall be 12 (twelve) months from the date on initial acceptance by Developer. After that, this Agreement will be automatically renewed for successive one-year periods unless either party notifies the other of its intention not to renew at least 60 days before the then current term expires. The initial term, together with all renewal terms, is referred to herein as the “Term.”
You may terminate your participation in the Developer Program if you no longer wish to use Smart911Connect. After termination, you may not access the Smart911Connect software platform or any other Rave Software.
You may terminate this Agreement at any time by permanently uninstalling, deleting, and destroying, at your own costs, any Rave Software, all backup copies, and all related materials provided by Rave and by ceasing to use Smart911Connect.
Rave may immediately terminate this Agreement with you and revoke all of your rights to participate in the Developer Program and to access and use the Rave Software if: (A) you have breached any provision of this Agreement, (B) Rave is required to terminate this Agreement or revoke such right or access by any applicable law or regulation or any requirement promulgated by any governing authority or otherwise imposed by any Third Party Service Provider having jurisdiction over Rave or any Client or the operation or use of any Rave services or products (collectively “Third Party Requirements”), (C) you change your model or business approach to collecting or retrieving Developer Content, (D) Rave determines, in its sole discretion that any Developer Application (as defined below) developed by you and used in connection with Smart911Connect does not meet Rave’s requirements for system availability or reliability, (E) Rave’s appointed certification board determines, in its sole discretion, that your Developer Application’s access to Smart911Connect should be revoked, (F) you have not signed into Smart911Connect with your identifier code in the past three (3) months, or (G) Rave decides to no longer provide Smart911Connect or certain parts of the APIs to users in the country in which you are resident or from which you use Smart911Connect, or the provision of Smart911Connect or certain Smart11Connect related services or products to you by Rave is, in Rave’s sole discretion, no longer commercially viable. Upon any of the above-referenced termination events, all of your rights under this Agreement will automatically and immediately terminate without further notice from Rave.
Additional Defined Terms
For purposes of this Agreement, the following additional capitalized terms shall have the meanings assigned to them herein:
“Clients” means those persons, organizations, or entities that have licensed from Rave or its licensees as end users one or more components of the Rave Software for their internal operations.
“Confidential Information” means the terms of this Agreement, the technical specifications of the Rave Software, and all other non-public information of Rave or regarding Rave’s services and products, including, but not limited to, Smart911Connect, disclosed pursuant to or in connection with this Agreement (a) that Rave designates as being confidential, or which, under the circumstances of disclosure reasonably ought to be treated as confidential by the Developer, or (b) as to which the Developer is otherwise advised of its confidential nature.
“Derivative Work(s)” means a revision, modification, translation, abridgment, condensation or expansion of the Rave Software or any form in which the Rave Software may be recast, transferred, or adapted, which, if prepared without the prior written consent of Rave, would be a copyright infringement.
“Developer Application” means: (i) a software application program created by the Developer that are designed to operate in combination with the Rave Software that is provided pursuant to this Agreement; and (ii) all documentation for these software application programs; provided that: (a) the software application programs and documentation are authored or created solely by Developer and that such software application programs do not contain any intellectual property or Confidential Information from the Rave Software, (b) the software application programs do not incorporate any part of the Rave Software, other than the connectors into the APIs that are part of the Supported Interfaces in the Rave Software; and (c) such software applications programs and documentation do not otherwise constitute a Derivative Work of the Rave Software.
“Emergency Service Provider” means any emergency service provider for a public safety answering point (“PSAP”) supported by Rave’s Smart911 services, including, but not limited to, 9-1-1 call centers, 9-1-1 call takers, police officers, fire fighters, emergency management and emergency medical personnel.
“Losses” means any and all claims, suits, losses, liabilities, damages, court judgments or awards and the associated costs and expenses (including reasonable attorney’s fees).
“Rave Representatives” means Rave and its corporate affiliates and each of their respective officers, directors, employees, contractors and representatives.
“Third Party Service Provider” means a telecommunications, internet, voice broadcasting, voice messaging or other service provider providing mobile telephone, internet or other intermediary services that allow or related to the use and operation of Rave’s Smart911 services by Clients or their subscribers to or users for such services.
Subject to the limited license set forth below, Smart911Connect is made accessible to you solely for the limited purposes of:
(i) incorporating Smart911Connect functionality into your Developer Application(s); and
(ii) your internal use in evaluating the suitability of Smart911Connect in meeting the requirements of your Developer Application.
A “Smart911Connect API Application” is any Developer Application that accesses Rave Software through the Smart911Connect platform. Your Smart911Connect API Application must comply with the Smart911Connect policies and requirements set forth in this Agreement, the Smart911Connect websites, and any other Documentation provided or otherwise made available by Rave, which may be modified from time to time by Rave in its sole discretion. You must apply for access to develop a Smart911Connect API Application and to gain certain access levels for that Developer Application. Rave may deny any such request, or revoke access once granted if Rave believes that you are in violation of this Agreement in letter or spirit (or otherwise determines in its sole judgment that your Developer Application does not serve the best interests of Smart911Connect or the public safety community).
Rave hereby grants to Developer, and Developer hereby accepts from Rave, a limited, non-exclusive, non-transferable and non-sublicensable, fully revocable, right and license, during the Term of this Agreement, to use the copy of the Rave Software, SDK and access to hosted versions of the Rave Software provided to Developer by Rave, solely for the purposes of creating a Smart911Connect API Application. Nothing in this Agreement shall be construed to convey any title or ownership rights in the Rave Software to Developer. No right is granted to distribute all or any portion of the Rave Software, or otherwise provide access to hosted versions of the Rave Software or any portion thereof to any third party. In the event that Developer desires to receive a license to use the Rave Software other than in connection with development or support of the Smart911Connect API Application, such license shall be pursuant to a separate license agreement. Developer acknowledges that the Rave Software may utilize software and/or content made available to Rave by certain third parties (the “Third Party Software”). Pursuant to its agreements with such third parties, Rave hereby grants to Developer a limited, non-exclusive, non-transferable and non-sublicensable right and license, during the Term of this Agreement, to load and/or operate and use the Third Party Software solely to the extent of the limited license in the first sentence of this paragraph. Notwithstanding anything herein to the contrary, Rave’s licensors and suppliers reserve the right, at their sole discretion, to restrict, suspend or terminate Developer’s access to all or any part of the Third Party Software at any time for any reason without prior notice or liability. Rave’s licensors and suppliers may change, suspend or discontinue all or any aspect of the Third Party Software, including the availability, without prior notice or liability. Apart from the limited license expressly granted in this paragraph, no license or other right is granted by Rave to Developer under this Agreement. Developer shall have no right or access at any time or under any conditions to the source code of the Rave Software. Developer shall appoint no resellers, other developers, or sub-distributors or application services providers (“ASPs”) of the Rave Software, and shall not permit any third party to access the Rave Software, including, without limitation, any subcontractors for the purpose of subcontracting the development of the Developer Application.
You agree to use Smart911Connect and write Developer Applications (a) solely for purposes that are expressly permitted by this Agreement and (b) which comply with any and all applicable laws, regulations, Third Party Requirements, and generally accepted practices and guidelines in the relevant jurisdictions (including without limitation, any intellectual property or other proprietary rights, any rights of privacy, and any laws regarding the export of data or software to and from the United States or other relevant countries).
Notwithstanding the limited license granted to you above, you may not: (a) copy (except solely for backup purposes during the Term of this Agreement), modify, decompile, disassemble, decrypt, extract, translate or otherwise reverse engineer the Rave Software or any part thereof, or grant any other person or entity the right to do so or take any action that would assist any other person or entity in doing so (and Developer will promptly notify Rave of any information that any other person or entity is or is attempting to copy, modify, decompile, disassemble, decrypt, extract, translate or otherwise reverse engineer the Rave Software or any part thereof ); (b) modify, delete, replace, change, prepare Derivative Works of or otherwise alter any files in the Rave Software; (c) loan, rent, lease, give, sublicense, distribute, transfer, publish, disclose, display, or otherwise make available the Rave Software, in whole or in part, to any other person or entity except as expressly permitted herein; (d) use the Rave Software in connection with the development of any products other than the Smart911Connect API Application, or (e) transmit the Rave Software over a network or from one computer to another (other than on a limited basis within Developer’s local area network), or upload the Rave Software to electronic bulletin boards, web sites, or otherwise distribute them (or any portion), whether electronically, or on tangible media.
You agree that the form and nature of the Smart911Connect APIs that Rave may provide to you may change without prior notice to you and that future versions of such APIs may be incompatible with any Developer Applications developed on previous versions of the Rave Software. You agree that Rave may stop (permanently or temporarily) providing the Rave Software (or any features in the SDK made available by Rave in connection therewith) to you or any other user(s) at Rave’s sole discretion, without prior notice to you.
You hereby grant to Rave a non-exclusive, non-transferable, worldwide, royalty-free license (with the right to sublicense) to use your Marks and the descriptive materials you publish about your Developer Application(s) solely in connection with the demonstration, testing, promotion and use or operation of Rave services associated with your Developer Application(s). Any such use of your Marks will be in accordance with applicable law and not inconsistent with your trademark usage guidelines (except to the extent such guidelines require further permission for the uses described above). Rave agrees and acknowledges that except for the limited license above, this Agreement does not grant Rave any rights to your Marks and that all goodwill generated through use of such Marks benefits you.
You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Rave Software. Furthermore you agree that you will comply with branding requirements which originate from Rave, and incorporate these requirements into your Developer Application and any marketing or advertising materials associated with you or your Developer Application. Rave hereby grants you, subject to Rave’s prior approval, a limited, non-exclusive, non-transferable, non-sublicenseable, fully revocable, right and license to use the Marks found in Rave’s on-line Branding Guide for Smart911Connect, during the Term of this Agreement, solely to demonstrate, test, promote and use your Developer Application in accordance with this Agreement, the above-referenced Branding Guide for Smart911Connect, and all applicable laws, regulations and Third Party Requirements. You agree and acknowledge that except for the limited license above, this Agreement does not grant you any rights to the Rave Marks and that all goodwill generated through use of such marks benefits Rave. If you use any Rave Marks, you will at no time contest or aid in contesting the validity or ownership of those Rave Marks or Rave’s rights in them, including, but not limited to, applying to register any trademark, trade name or other designation that is confusingly similar to those Rave Marks. “Marks” means all trademarks, service marks, logos or trade names used to identify a party and its services and products. When using the Rave Marks, Developer will expressly indicate that Rave is the sole owner of all such Marks. All marketing and promotional materials of Developer referencing the Rave Marks are subject to the prior written approval of Rave, which shall not be unreasonably withheld or delayed.
Developer acknowledges and agrees with Rave that, as between Rave and Developer, Rave is the sole owner of the Rave Software and that all title, including but not limited to copyrights, trademarks, patent rights and trade secrets, in and to the Rave Software, are owned by Rave, and that Developer has no rights in and to such Rave Software other than under the limited license expressly granted herein.
Each of the components that constitute the Rave Software is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and/or “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Rave Software with only those rights as are provided in Rave’s standard commercial license for such software.
This Agreement does not grant Rave any ownership of your Developer Application or Marks; nor does this Agreement transfer ownership of the Developer Content you share with or otherwise display or make available to Rave or its systems through the Developer Application. Notwithstanding the foregoing, Rave has the right to store Developer Content for the following purposes:
a) to provide a localized source of your Developer Content, in order to speed the availability of such Developer Content to Third Party Service Providers, Rave’s Clients and Emergency Service Providers, and to mitigate differences in communications technologies (e.g. real-time versus batch data transfer); and
b) to record and make available the Developer Content displayed to Emergency Service Providers in connection with a 9-1-1 call or Client data query, as such Developer Content existed at the time of such 9-1-1 call or data query.
You agree that you will provide Rave with at least three (3) business days’ advance written notice of any planned system outages or system changes. You further agree that you will notify Rave in writing of any unplanned outage exceeding five (5) minutes. For the purposes of this Agreement, a system outage or system change is defined as any event or development which would potentially impede Rave’s ability to retrieve, display and/or deliver Developer Content sourced by your Developer Application, or where the retrieval and sharing of any other data managed by Rave is dependent on accessing your Developer Application.
You agree that you will not engage in any activity with Smart911Connect, including the development or distribution of any Developer Application, that interferes with, disrupts, damages, purposefully misdirects, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Rave, any Third Party Service Provider, public safety agency, PSAP, or Emergency Service Provider. Such activities include, but are not limited to, distributing or posting spam, unreasonably large files, viruses or any other technologies that may harm Rave, Smart911Connect, any other Rave services and products, and the interests or property of Rave’s Clients and their subscribers or users. Furthermore you agree to not use Smart911Connect to distribute any unlawful, offensive, abusive, pornographic, harassing, libelous or otherwise inappropriate material.
You agree that you will not use Smart911Connect to exceed any transaction volume limits set by Rave for the use of its APIs. The amount of the possible transaction volume limit is as set forth in the Documentation for Smart911Connect. Rave may change the limit from time to time in its sole discretion. Any programmatic methods or other actions intended to circumvent the transaction volume limits shall be considered a material breach of this Agreement.
You agree that you are solely responsible and liable for (and that Rave has no responsibility or liability to you or to any third party for) any Developer Content that you collect, retrieve, process, transmit, maintain, display and use with or through Smart911Connect, and for the consequences of your actions or omissions in the use of the Rave Software and the operation and use of your Developer Application. By entering into this Agreement, you indemnify and hold harmless Rave and each Rave Representative from and against any and all Losses which Rave, any Rave Representatives or any third party may suffer arising out of or otherwise in connection with any such action or omission. You agree that you are solely responsible and liable for (and that Rave has no responsibility or liability to you or to any third party for) any breach of your obligations under this Agreement, any applicable laws or regulations, and any applicable Third Party Requirements. By entering into this Agreement, you indemnify and hold harmless Rave and each Rave Representative from and against any and all Losses which Rave, any Rave Representative or any third party may suffer arising out of or otherwise in connection with any such breach.
If you use Smart911Connect to retrieve data from Rave, you acknowledge that the data may be protected by intellectual property rights which are owned by Rave or third parties that provide the data (or by other persons or companies on their behalf). Your use of any such Smart911Connect provided data may be subject to additional Terms of Service. You may not modify, rent, lease, loan, sell, distribute or create Derivative Works based on this data (either in whole or in part) unless explicitly agreed upon in writing through such additional Terms of Service between you and Rave. If you use Smart911Connect to retrieve a subscriber’s or user’s data from Rave, you acknowledge and agree that you shall retrieve data only with such subscriber’s or user’s explicit prior written consent and only when, and for the limited purposes for which, the subscriber or user has given you permission to do so, nor will you use Smart911Connect in a manner that gives you or any other person access to mass downloads or bulk fees of any content managed by Rave or Smart911Connect.
Without limiting the foregoing, Developer shall at all times: (a) conduct business in a manner that reflects favorably on Rave and the Rave Software; (b) avoid deceptive, misleading, or unethical practices regarding the Rave Software and the related Developer Application; (c) make no false or misleading representations with respect to the Rave Software; (d) not publish or use any misleading or deceptive advertising materials with respect to the Rave Software; (e) make no representations or warranties with respect to the Rave Software that are inconsistent with or expand the scope of those made by Rave in writing; and (f) conduct itself in a professional, skilled manner and act in accordance with the terms and conditions of this Agreement.
You agree that you are responsible for maintaining the confidentiality of Rave Software and any other Smart911Connect platform credentials that may be issued to you by Rave or which you otherwise may choose yourself and that you will be responsible for any use of Smart911Connect via your credentials. You agree to take due care in protecting your credentials against misuse by others and promptly notify Rave about any misuse which comes to your attention, through your own efforts or through the effort of a third party to make you aware of misuse.
In order to continually innovate and improve Smart911Connect, Rave may collect certain usage statistics from the software including but not limited to a unique identifier, associated IP address, version number of the software, and information on which tools and/or services in the Smart911Connect APIs are being used and how they are being used.
You agree that, despite any other confidentiality agreements you may have with Rave, Rave will not be responsible for keeping confidential any Developer Content or any other information you provide or otherwise make accessible to Rave through the use of Smart911Connect. Rave or any of its employees do not accept or consider unsolicited ideas, including but not limited to ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. If, despite the request not to send us your ideas and materials, you still send them, you hereby acknowledge and agree that Rave is under no obligation, contractual or otherwise, to treat or protect such ideas and materials as confidential or proprietary. Rave may, in its sole discretion and for any purpose, use, modify, incorporate into its products, services, licenses and sublicenses, any feedback, comments, suggestions, ideas and materials you send Rave or post in Rave’s forums without any obligation to you.
If you use Smart911Connect in conjunction with applications developed by a third party or that access data, content or resources provided by a third party, you agree that Rave is not responsible for those applications, data, content, or resources. You understand that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that Rave is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources. You should be aware the data, content, and resources presented to you through such a third party application may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). Rave does not take any responsibility for your misuse, redistribution, or misrepresentation of information provided or otherwise made accessible to you by third parties and subsequently shared with Rave through Smart911Connect. By entering into this Agreement, you indemnify and hold harmless Rave and each Rave Representative from and against any and all Losses which Rave, any Rave Representative or any third party may suffer arising out of or otherwise in connection with your actions or omissions with respect any third party applications, data, content or resources. You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, this Agreement does not affect your legal relationship with these third parties.
Rave has no specific obligation to furnish you with technical or other support unless separately agreed in writing between you and Rave. In case of such support given by Rave you understand and agree that the support has been given on “AS IS” and “AS AVAILABLE” basis and Rave will have no obligations or liabilities related to such support.
Without limiting the foregoing, you are fully responsible for: (a) the platforms and operating systems on which your Developer Application is developed, distributed and used, (b) any communications with the users of your Developer Application, and (c) providing your users with support contact details as you deem fit. We have no obligation to provide support to users for your Developer Application.
You may interact with users, including consumers, on or through your use of the Smart911Connect as part of a service you provide. You agree that any such interactions by you do not involve Rave and are solely between you and the other user(s).
Disclaimer of Warranties; Limitation of Liability
RAVE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE SMART911CONNECT PLATFORM AND ALL ASSOCIATED SERVICES AND PRODUCTS (COLLECTIVELY, “SERVICES”), ARE PROVIDED “AS-IS” AND “WITH ALL FAULTY”, AND TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, RAVE HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, INTEROPERABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, CONDITION, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, DOCUMENTATION AND SUPPORT MATERIAL, NON-INTERFERENCE, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS, OR ANY OTHER INTELLECTUAL OR PROPRIETARY RIGHTS, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATNET. NO WARRANTY IS MADE BY RAVE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. RAVE DOES NOT WARRANT THAT THE RAVE SOFTWARE, SERVICES OR ANY OTHER DATA, TECHNOLOGY AND ANY OTHER PROFESSIONAL OR OTHER SERVICES PROVIDED OR OTHERWISE MADE AVAILABLE TO DEVELOPER WILL MEET DEVELOPER’S OR ANY THIRD PARTY’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. RAVE DOES NOT GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM THE USE OR OPERATION OF ANY RAVE SOFTWARE OR SERVICES. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF RAVE SOFTWARE AND SERVICES TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM IT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM A REPRESENTATIVE OF RAVE OR THROUGH OR FROM THE SMART911CONNECT PLATFORM SHALL CREATE ANY WARRANTY OR AGREEMENT NOT EXPRESSLY STATED HEREIN.
YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL RAVE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, GENERAL, COMPENSATORY, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM YOUR USE OF, OR OTHERWISE RELATING TO ANY RAVE SOFTWARE OR SERVICES, INCLUDING WITHOUT LIMITATION, EMOTIONAL DISTRESS, BODILY OR PERSONAL INJURY, DEATH OR PROPERTY DAMAGE. YOUR USE OF ANY RAVE SOFTWARE OR SERVICES AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SUCH SOFTWARE OR SERVICES, IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE, EVEN IF RAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE AGGREGATE LIABILITY OF RAVE TO YOU OR ANY THIRD PARTY RELATING IN ANY WAY TO THE RAVE SOFTWARE OR SERVICES OR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE AMOUNT PAID, IF ANY, BY YOU TO RAVE FOR USE OF THE RAVE SOFTWARE AND SERVICES DURING THE THREE MONTHS PRECEEDING THE START OF THE INCIDENT GIVING RISE TO THE CLAIM IN QUESTION, OR (B) $100. Some states do not allow the types of limitations of liability in this paragraph, so they may not apply to you.
RAVE IS NOT RESPONSIBLE FOR ANY LOSS, CLAIM OR DAMAGE TO THE EXTENT RESULTING FROM INTERRUPTION, MALFUNCTION, INEFFECTIVENESS, OR UNAVAILABILITY OF THE RAVE SOFTWARE OR SERVICES ATTRIBUTABLE TO ANY ACT OF GOD, FIRE, STRIKE, EMBARGO, WAR, TERRORIST ATTACK, INSURRECTION, RIOT, OR OTHER CAUSE BEYOND ITS REASONABLE CONTROL.
YOU ACKNOWLEDGE THAT THE AVAILABILITY, SPEED AND EFFECTIVENESS OF THE RAVE SOFTWARE AND SERVICES WILL DEPEND IN PART UPON TELECOMMUNICATIONS, INTERNET, VOICE BROADCASTING, VOICE MESSAGING AND OTHER THIRD PARTY SERVICE PROVIDERS PROVIDING MOBILE TELEPHONE, INTERNET OR OTHER INTERMEDIARY SERVICES TO YOU THAT ALLOW OR RELATE TO THE USE OF THE BY YOU. RAVE IS NOT RESPONSIBLE FOR ANY LOSS, CLAIM OR DAMAGE TO THE EXTENT ATTRIBUTABLE TO ANY SUCH THIRD PARTY.
YOU UNDERSTAND AND AGREE THAT NOT ALL EMERGENCY SERVICE PROVIDERS HAVE ACCESS TO SMART911 SERVICES OR SMART911 TECHNOLOGY. YOU UNDERSTAND AND AGREE THAT SMART911 SERVICES WILL ONLY BE PROVIDED WHERE FACILITIES AND OPERATING CONDITIONS PERMIT SMART911 TO PROVIDE SUCH SERVICES AND WHERE 9-1-1 CALL CENTERS OR EMERGENCY SERVICE PROVIDERS HAVE ELECTED TO INSTALL AND UTILIZE SMART911 SERVICES.
RAVE IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OF ANY COMMUNICATIONS NETWORK, SERVERS OR THIRD PARTY SERVICE PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, TRAFFIC CONGESTION OR ANY COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO ANY COMPUTER RESULTING FROM USE OF THE RAVE SOFTWARE OR SERVICES. RAVE IS NOT RESPONSIBLE FOR THE FAILURE TO DISPLAY OR DELIVER ANY DEVELOPER CONTENT TO ANY EMERGENCY SERVICE PROVIDERS. NOTHING HEREIN, WHETHER EXPRESS OR IMPLIED, SHALL CONFER UPON ANY USER OF OR SUBSCRIBER TO THE DEVELOPER APPLICATION OR ANY OTHER CUSTOMER, END USER, PARTNER, LICENSOR, LICENSEE, AFFILIATE OR AGENT OF DEVELOPER ANY LEGAL OR EQUITABLE RIGHT TO ENFORCE ANY PROVISION OF THIS AGREEMENT.
RAVE SHALL HAVE NO LIABILITY FOR ANY LOSS, CLAIM OR DAMAGE TO THE EXTENT RESULTING FROM YOUR FAILURE TO COMPLY WITH THIS AGREEMENT OR ANY OTHER APPLICABLE TERMS OR AGREEMENT WITH RAVE.
RAVE IS NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE DEVELOPER CONTENT MADE AVAILABLE THROUGH THE RAVE SOFTWARE OR SERVICES, WHETHER PROVIDED BY USERS OR AS A RESULT OF ANY MALFUNCTIONING EQUIPMENT OR SOFTWARE.
THE FOREGOING DISCLAIMER OF WARRANTIES AND LIMITATIONS ON LIABILITY SHALL APPLY TO YOU AND YOUR REPRESENTATIVES, AGENTS, SUCCESSORS, PERSONAL REPRESENTATIVES, AND ANY OTHER PERSON PURPORTING TO BE ACTING ON BEHALF OF YOU OR YOUR ESTATE.
You agree to indemnify and hold harmless Rave and each Rave Representative from any Losses of any kind arising from, attributable to, or otherwise in connection with a breach of this Agreement by you. You also agree to indemnify, defend, and hold harmless Rave, each Rave Representative and their respective parents, affiliates, subsidiaries, officers, directors, employees, agents, contractors, successors, and assigns from and against any Losses of any kind arising from, attributable to, or otherwise in connection with a third party claim if such claim arises from or relates to: (a) your use of the Rave Software, (b) any alleged violation of any privacy laws or regulations, (c) misuse of Smart911Connect by a third party where such misuse was made available by your failure to take reasonable measures to protect your username and password against misuse, (d) any allegation that your Developer Application(s) or any use or operation of them infringes the intellectual property or proprietary rights of such third party, (e) your breach of this Agreement or any act or omission by you in the performance of your obligations under this Agreement or otherwise in connection with your use of Smart911Connect, (f) your Developer Application, (g) your Developer Content, or (h) your collection or use of users’ information and data in the development, testing, promotion, display, maintenance and/or any other use or operation of your Developer Application or Developer Content. These indemnity provisions shall continue in effect even after, and notwithstanding, any subsequent revocation of consent or acceptance or the expiration or termination of your relationship with Rave.
Rave may make changes to the Agreement as it distributes new versions of Smart911Connect and associated materials. When these changes are made, Rave will make a new version of the Agreement available on the Smart911Connect website. If you do not agree to the new terms, please stop using Smart911Connect and cease all use, operation, support, promotion, and distribution of all of your Developer Applications using Smart911Connect services.
Governing Law and Disputes
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions. If there is any dispute between you and Rave about or involving the Rave Software or Services or otherwise arising out of this Agreement, you agree that the dispute will be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions, and you also agree to personal jurisdiction by and venue (otherwise than in connection with any action for injunctive or equitable relief arising from the breach by you of any license, usage or confidentiality obligations hereunder) exclusively in the state and federal courts of the Commonwealth of Massachusetts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Rave and its licensors own all right, title, and interest, including all patent, copyright, trade secret, trademark, moral rights, mask work rights, and other intellectual property and proprietary rights, in and to the Rave Software and Services, and Rave reserves all rights not expressly granted hereunder.
U.S. Export Control
Any software provided for use by you from Rave in connection with Smart911Connect is subject to United States export controls. By downloading or using Smart911Connect, you represent and warrant that you are permitted to do so without obtaining, or requiring Rave to obtain, any license or approval from the United States or any governmental entity. You further agree that you will not, directly or indirectly, export or re-export, or permit the export or re-export, of any Rave Software to any country for which any export license or approval is required under the laws of the United States or any other country unless the appropriate export license or approval has first been obtained.
You agree that you shall not use or disclose the Confidential Information except in connection with the performance of your obligations hereunder. In addition, you agree not to disclose Confidential Information to any person other than your employees who have a need to know the same in connection with performance of this Agreement, and who are under obligations and confidentiality substantially similar to this provision. You agree that you shall protect the confidentiality of the Confidential Information in the same manner that you protect the confidentiality of you own proprietary and confidential information of like kind. All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed, and certified as having been so returned or destroyed, upon the first to occur of (i) the termination of this Agreement or (ii) request by Rave. You recognize that the disclosure or use of the Confidential Information in violation of the provisions of this Agreement would cause irreparable injury to Rave; therefore, in the event you breach such provisions, Rave, in addition to any other remedies it may have, shall be entitled to seek preliminary and permanent injunctive relief without the necessity of posting a bond.
Except as otherwise stated, any notice to Rave shall be given by certified mail to Rave Wireless Inc., 50 Speen St., Framingham, MA 01701 (or by e-mail to email@example.com). Any notice to you shall be given by certified mail or email to an address included in your Smart911Connect registration. Notice shall be considered given 24 hours after an e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Notice given by postal mail shall be considered given three (3) days after the date of mailing.
No agency, joint venture, employee-employer or franchiser-franchisee relationship between you and Rave is intended or created by this Agreement. This Agreement and any other terms regarding the Rave Software and Services provided in writing by Rave and accepted by you constitute the entire Agreement between you and Rave regarding the use of Rave Software and Services, superseding any prior agreements between you and Rave relating to your use of Smart911Connect. The failure by Rave to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive any right to act with respect to subsequent or similar breaches. Any provision of this Agreement that by its nature or express terms should survive, including without limitation, the indemnification provisions in the section entitled “Limited License to Use Smart911Connect’ as well as the sections entitled “Disclaimer of Warranties; Limitation of Liability”, “Indemnity”, “Governing Law and Disputes”, “Ownership”, “Notices”, and “Other”, will survive the completion, expiration, termination or cancellation of this Agreement. If any provision of this Agreement is held invalid or unenforceable for any reason, such provision shall be considered to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability, and this Agreement shall otherwise continue in full force and effect. Rave may assign its respective rights and/or obligations hereunder. You may not assign your rights or obligations hereunder without the prior written consent of Rave. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the respective permitted successors and assigns of Rave and you. The section titles in this Agreement are for convenience only and have no legal or contractual effect.