TITAN HST

TERMS OF USE

SUBJECT:                         Terms of Use

EFFECTIVE DATE:            October 19, 2021

NEXT REVIEW:                  March 2022

APPROVED BY:                 Michael Stodolka, VP – Legal

These Terms of Use  (“Terms”) govern your use of Titan Health and Security Technologies, Inc.’s (“Titan HST”) website and mobile applications (collectively, the “Site”) and the Titan HST services (“Services”). These Terms apply to all users of the Site and Services (“End User” or “you”). By accessing or using the Site or Services, you agree to these Terms.

Eligibility

In order to use the Site and Services, you must be an authorized user of Licensee. Additionally, all End Users designated under eighteen (18) years of age by the Licensee must have a signed parent or guardian consent form on file with the Licensee. Other eligibility restrictions may apply and will be provided as applicable.

Additional Terms

Some of our Services have additional terms and conditions (“Additional Terms”). Where Additional Terms apply to a Service, we will make them available for you to read through prior to your use of that Service. By using such Services, you agree to the applicable Additional Terms.

Acceptable Use of the Site and Services

You are responsible for your use of the Site and Services, and for any use of the Site or Services made using your account. You agree only to provide information that is complete, truthful, and accurate. You acknowledge that providing false information may harm other people and lead to both civil and criminal liability and that you will be held responsible for any harm that arises out of any incomplete, false, or inaccurate information. 

When you use the Site or Services, you shall not:

1. violate any law or regulation;
2. transmit or report any information that is reasonably known to be false or misleading;
3. violate or infringe other people’s intellectual property, privacy, publicity, or other legal rights;
4. use our Site or Services to transmit, distribute, post, or submit any information concerning any other person or entity, including without limitation, photographs or personal contact information of others without their permission, except as necessary to report an actual emergency event in good faith;
5. transmit anything that is illegal, abusive, harassing, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
6. send unsolicited or unauthorized advertising or commercial communications, such as spam;
7. transmit any malicious code or computer viruses;
8. stalk, harass, or harm another individual;
9. impersonate or misrepresent your affiliation with someone else;
10. use any means to “scrape,” “crawl,” or “spider” any web pages contained in the Site;
11. use automated methods to use the Site or Services in a manner that sends more requests to the Titan HST servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;
12. interfere with or damage the Site or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, malicious code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
13. register for more than one Titan HST account or register for an Titan HST account on behalf of an individual other than yourself or your child;
14. recruit or otherwise solicit any user to join third party services or websites that are competitive to Titan HST, without Titan HST’s prior written approval;
15. use, display, mirror, or frame the Site or any individual element within the Site or Services, Titan HST’s name, any Titan HST trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without Titan HST’s express written consent;
16. access, tamper with, or use non-public areas of the Site, Titan HST’s computer systems, or the technical delivery systems of Titan HST’s providers;
17. attempt to probe, scan, or test the vulnerability of any Titan HST system or network or breach any security or authentication measures;
18. avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Titan HST or any of Titan HST’s providers or any other third party (including another user) to protect the Site or Services;
19. attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Site or Services; or advocate, encourage, or assist any third party in doing any of the foregoing.

Titan HST will investigate and prosecute violations of any of the above to the fullest extent of the law. Titan HST may involve and cooperate with law enforcement authorities in prosecuting End Users who violate these Terms. 

You acknowledge that Titan HST has no obligation to monitor your access to or use of the Site or Services or to review or edit any User Content (defined below), but has the right to do so for the purpose of operating the Site or Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. Titan HST reserves the right, at any time and without prior notice, to remove or disable access to any content on the Site that Titan HST, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the Site or Services.

User Content

You own all content and information you post or send using the Site or Services (referred to as “User Content”). You give Titan HST permission to use your User Content as follows: you grant to Titan HST and its affiliates a license to use, copy, or display your User Content in connection with the Site or Services. We may display advertisements in connection with your User Content or on pages where your User Content may be viewed by you or others and we may use your User Content to advertise and promote Titan HST, the Site, or the Services. Our license to your User Content is non-exclusive, meaning you may use the User Content for your own purposes or let others use your User Content for their purposes. Our license to your User Content is fully-paid and royalty free, meaning we do not owe you anything else in connection with our use of your User Content. We may exercise our rights anywhere in the world. Finally, our license is perpetual, meaning that our license lasts for an indefinite period of time.

You promise that:

1. you own all rights to your User Content or, alternatively, that you have the right to give Titan HST the rights described above;
2. you have paid and will pay in full any fees or other payments that may be related to the use of your User Content;
3. your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.

We may refuse to accept or transmit any User Content. We may remove User Content from the Site or Services for any reason.

Ownership

Other than User Content, we own or license the content on the Site and Services, including software, text, visual, and audio content (collectively, the “Content”) and Titan HST’s trademarks, logos, and brand elements (collectively, the “Marks”). The Content and Marks are protected under U.S. and international laws. We reserve all rights not expressly granted to you.

Recordings

End Users are responsible for compliance with all recording laws. By using Titan HST’s services, you are giving Titan HST consent to store recordings for any and all communications you participate in. Titan HST only stores recordings for internal operational purposes and retains it for as long as necessary to fulfill our contractual and regulatory obligations with your provider. After the retention period, we promptly delete or anonymize this information unless we otherwise have a legal obligation to maintain it. If you do not consent to being recorded, you can choose to leave the emergency communication or telemedicine encounter.

Copyright and Intellectual Property Policy; Notice of Copyright Infringement

We respect the intellectual property rights of others. Please notify us in writing, by e-mail or mail to our designated agent listed below, if you believe that a user of the Site or Services has infringed your intellectual property rights. We provide this policy pursuant to Section 512 of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act (“DMCA”).

To be effective the notification should include:

1. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
2. identification of the claimed infringing material and information reasonably sufficient to permit Titan HST to locate the material on the Site or Services;
3. information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address;
4. 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;
5. a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
6. your physical or electronic signature.

You acknowledge and agree that upon receipt and notice of a claim of infringement, we may immediately remove the identified materials from the Site and Services without liability.

Counter-Notice by Accused User

If we have taken down your materials due to suspicion of copyright infringement, you may dispute the alleged infringement by sending a written communication by e-mail or mail to our designated agent below. That written communication should include the following:

1. your physical or electronic signature;
2. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
4. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which such address is located, or if your address is outside of the United States, the United States District Court for the Central District of California, and that you will accept service of process from the person who provided notification of copyright infringement or an agent of such person.

Please send all notices under the above copyright infringement policies by e-mail or mail to the following individual, designated as Titan HST’s agent for receipt of notifications of claimed infringement:

Titan Health & Security Technologies, Inc. 500 Newport Center Dr., Suite 950, Newport Beach, CA 92660 legal@titanhst.com. 

Please do not send notices or inquiries about anything other than alleged copyright infringement to our Agent for Notice.

Repeat Infringers

Your account will be terminated if, in our discretion, you are determined to be a repeat infringer. Repeat infringers are users who have been the subject of more than one valid takedown request that has not been successfully rebutted.

Privacy

Titan HST respects your privacy. Please read our Privacy Policy to learn how we collect, use, and disclose information about you.

Third Party Content and Interactions

The Site and Services may contain features and functionalities that link you, or allow you to send links, to third party content which is completely independent of Titan HST, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet in general. This includes features and functionalities that you receive from emergency personnel and responsible government entities in emergencies, in exigent circumstances, in situations involving danger of death or serious physical injury, to respond to 9-1-1 requests, or other similar situations. Your interactions with third party content does not mean that Titan HST endorses or is otherwise affiliated with that content. Titan HST is not responsible or liable for any damages or losses related to interactions with third party content. You should always read the third parties’ terms and conditions and privacy policy before interacting with their content.

COVID-19-Related Services 

Titan HST offers COVID-19-Related Services, which enable End Users to upload health information, such as a COVID-19 screening questionnaire, test results, and/or COVID-19 vaccine information. Titan HST collects this information from you on behalf of our Customers to allow them to screen their facilities, areas, or venues for COVID-19. Any access determinations are made by our Customers and Titan HST does not have any control over these determinations. 

In addition to the COVID-19-Related Services discussed above, Titan HST offers COVID-19 contract tracing features through the Site. IF YOU CHOOSE TO USE THESE FEATURES, ANY NOTIFICATIONS OR OTHER INFORMATION YOU MAY RECEIVE ARE NOT A MEDICAL DIAGNOSIS AND DO NOT SUBSTITUTE MEDICAL ADVICE FROM A DOCTOR, NURSES, TECHNICIANS, AND OTHER PROFESSIONALS WHO ARE AUTHORIZED TO WORK IN THE MEDICAL FIELD (“LICENSED MEDICAL PROFESSIONAL”). IF YOU OR SOMEONE YOU KNOW ARE EXPERIENCING COVID-19 RELATED SYMPTOMS, PLEASE FOLLOW THE INSTRUCTIONS OF YOUR EMPLOYER, SCHOOL, OR LOCAL HEALTH AUTHORITIES AND SEEK CARE FROM A LICENSED MEDICAL PROFESSIONAL.  TITAN HST IS NOT LIABLE FOR ANY MISDIAGNOSIS, ERRONEOUS REPORTING, OR OTHER ERRORS RELATED TO THE CONTACT-TRACING FEATURES.

These COVID-19-Related Services rely on the information you provide through the Site and Services and that you authorize us to disclose. You must only provide information that is complete, truthful, and accurate. Our collection, use, and disclosure of your information is subject to our Privacy Policy.

TITAN HST DOES NOT GUARANTEE, AND MAKES NO REPRESENTATIONS, REGARDING THE ACCURACY OF INFORMATION UPLOADED FOR THE USE OF OUR COVID-19 SERVICES. TITAN HST DOES NOT GUARANTEE THAT YOU ARE SAFE FROM INFECTION OR ANY OTHER MEDICAL CONDITION BY USING THE SERVICES OR VISITING A PLACE OR AREA THAT USES THE SERVICES.  

Mesh Network Services

As part of its Services, Titan HST regularly transmits emergency alerts and communications using WiFi signals. There may be times when WiFi signals are unavailable, such as during an emergency or natural disaster.  To offer continued and uninterrupted services when WiFi signals are unavailable, Titan HST uses a network of devices, known as a mesh network, to communicate emergency alerts and communications (“Mesh Network Services”). If the need for Mesh Network Services arise, you agree that Titan HST may use your device and cellular service to transmit emergency alerts and communications. Please be aware that your carrier’s normal rates and fees, such as message and data rates, may still apply and you are solely responsible for those fees.

 Changes to the Site or Services

Titan HST enhances and updates the Site and Services often. We may change or discontinue the Site or any Services, with or without notice to you.

Termination

We reserve the right not to provide the Site or Services to any End User. We also reserve the right to terminate any End User’s right to access the Site or Services at any time, in our discretion. If you violate any of these Terms, your permission to use the Site and Services automatically terminates.

Disclaimer and Limitations on Our Liability

YOU USE THE SITE AND SERVICES AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TITAN AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (REFERRED TO COLLECTIVELY AS “AFFILIATES”) DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND SERVICES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON- INFRINGEMENT).

TITAN AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE AVAILABILITY OF ANY NETWORKS OR COMMUNICATIONS LINES OR FUNCTIONING OF ANY MOBILE PHONE OR DEVICE NECESSARY FOR THE SITE OR SERVICES, THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY RECOMMENDATIONS OR OTHER CONTENT AVAILABLE ON OR THROUGH THE SITE OR SERVICES). TITAN AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR ANY: (a) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR ALERTS; (b) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM ACCESS TO, INABILITY TO ACCESS, USE OF, OR INABILITY TO USE THE SITE OR SERVICES; (c) ANY INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES; (d) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF OR INABILITY TO USE ANY FUNCTIONALITY OR CONTENT POSTED, E- MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE SITE OR SERVICES; (e) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; OR (f) ANY COMPUTER VIRUSES OR MALICIOUS CODE THAT MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES. TITAN DOES NOT REPRESENT THAT THE SITE AND SERVICES MAY NOT BE COMPROMISED OR CIRCUMVENTED; THAT THE SITE AND SERVICES WILL PREVENT ANY PERSONAL INJURY OR DEATH; OR THAT THE SITE AND SERVICES WILL IN ALL CASES PROVIDE ADEQUATE WARNING OR PROTECTION.

TITAN AND ITS AFFILIATES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY PRODUCT OR SERVICE RECOMMENDED, ADVERTISED, OR OFFERED ON OR THROUGH THE SITE OR SERVICES OR ANY LINKED WEBSITE.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TITAN OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW NEITHER TITAN NOR ITS AFFILIATES WILL BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THE SITE OR SERVICES OR THESE TERMS.

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 limitations and disclaimers may not apply to you. To the extent Titan HST may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Titan HST’s liability will be the minimum permitted under such law.

Indemnification

You agree to indemnify, defend, and hold Titan HST and its Affiliates harmless from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees of any kind (including reasonable attorneys’ fees and legal costs), arising from or relating to: (a) any information (including your User Content or any other content) that you or anyone using your account submit, post, or transmit on or through the Site or Services; (b) the use of the Site or Services by you or anyone using your account; (c) the violation of these Terms by you or anyone using your account; or (d) the violation of any rights of any third party, including intellectual property, privacy, publicity, or other proprietary rights by you or anyone using your account. Titan HST reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. If we do assume the defense of such a matter, you will reasonably cooperate with Titan HST in such defense.

Arbitration

By accessing or using the Site or Services, you agree: (i) that any and all disputes you may have with or claims you may have against Titan HST or its Affiliates relating to, arising out of or connected in any way with (a) the Site or Services, (b) these Terms, or (c) the determination of the scope or applicability of this agreement to arbitrate (a “Claim”), will be resolved exclusively by final and binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it will not be disclosed beyond the arbitration proceedings, except as may be required by applicable law.

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Titan HST will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

This arbitration agreement does not preclude you from seeking action by federal, state, or local government agencies. You and Titan HST also have the right to bring qualifying claims in small claims court. In addition, you and Titan HST retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms of Use.

Neither you nor Titan HST may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only your and/or Titan HST’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.

THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR Titan HST WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION. If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section will continue in full force and effect. This Section of these Terms will survive the termination of your relationship with Titan HST.

Other Provisions

Under no circumstances will Titan HST be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond its reasonable control.

These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions.

You agree that any action of whatever nature arising from or relating to these Terms, the Site, or any Services will be filed only in the state or federal courts located in Orange County, California. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.

If any provision of these Terms is found to be unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity or enforceability of any remaining provisions.

The failure of Titan HST to enforce any right or provision of these Terms will not prevent Titan HST from enforcing such right or provision in the future.

We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, a sale of assets, or by operation of law.

Changes to these Terms

We may change these Terms from time to time. If we change these Terms, we will inform you by posting the revised Terms on the Site. Those changes will go into effect on the “Revised” date shown in the revised Terms. By continuing to access or use the Site or Services, you agree to the revised Terms.