TITAN HST
TERMS OF USE
SUBJECT:
Terms of Use
EFFECTIVE DATE:
October 19, 2021
NEXT REVIEW:
March 2024
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.