Terms of Service

COMPANION, LLC

TERMS OF SERVICE

1. Contractual Relationship

a. Definitions

b. Acknowledgement

2. Emergency Services

a. DISCLAIMER

b. Inadequate Network Connectivity

c. Right to Modify Emergency Services

3. Device(s) and Network(s)

4. Ownership

a. Grant of License

b. Data Consent

c. License Controls

5. Permitted Uses and Restrictions

a. Personal Use Only

b. Legal Compliance

c. Intellectual Property Rights

d. Trade name

e. Copyright Policy

6. Payment and Fees

7. Updates

8. Representations and Warranties

a. General Representations

b. Content and Information

c. Unauthorized Access

9. Disclaimer of Warranties

10. Indemnification and Limitation of Liability

a. Indemnification

b. Third Party Materials

11. Term and Termination

12. Dispute Resolution

a. Arbitration

b. Arbitration Rules and Governing Law

c. Arbitration Process, Location, Procedure, and Fees

13. Controlling Law and Severability

14. Force Majeure

15. Miscellaneous

1. Contractual Relationship

The following terms and conditions (the “Agreement”) govern all use of the Companion application (“Application”). The Application is owned and operated by COMPANION, LLC (“Companion”). The Application is subject to your acceptance without modification of all of the terms and conditions contained herein. In this Agreement, the words (i) “Device” means any mobile device or personal computer you own, use, or control; (ii) “Network” means any wired or wireless communication service, such as cellular or mobile networks, computer networks such as Wi-Fi, Global Positioning System (“GPS”), and any other communication service or technology; (iii) “Application” means the Companion application and any related software, website(s), updates, content and/or documentation; and (iv) “Emergency Services” means any kind of service that connects you to emergency services personnel or public safety answering points, such as 9-1-1, as indicated more fully in Section 2 below. Other defined terms are included below. Companion’s collection and use of personal information in connection with the Application is as provided in Companion’s Privacy Policy.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE APPLICATION. BY DOWNLOADING OR USING THE APPLICATION YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT; AND (C) REPRESENT THAT YOU ARE AGED 13 YEARS OR OLDER, AND IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, YOU REPRESENT THAT YOU HAVE REVIEWED THIS AGREEMENT WITH YOUR PARENT OR GUARDIAN AND UNDERSTAND AND AGREE TO ITS TERMS. BY ACCESSING, VIEWING, OR USING ANY PART OF THE APPLICATION YOU AGREE TO ALL OF THE BINDING TERMS AND CONDITIONS CONTAINED HEREIN AND INCORPORATED BY REFERENCE.

Companion reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time, without notice. It is your responsibility to check this Agreement periodically for changes. Your continued use of the Application following the posting of any changes to this Agreement constitutes acceptance of those changes. This Agreement is void where prohibited by law, and the right to access and use the Application is revoked in such jurisdictions.

2. Emergency Services

A. DISCLAIMER. THE APPLICATION IS NOT A SUBSTITUTE FOR EMERGENCY SERVICES, SUCH AS 9-1-1. THE “CALL POLICE” FEATURE AND/OR SIMILARLY LABELED USER INTERFACE ELEMENTS FUNCTION SIMPLY TO CONTACT EMERGENCY SERVICES, WHICH ARE UNAFFILIATED WITH COMPANION. COMPANION MAY TAKE REASONABLE PRECAUTIONS TO ENSURE THAT THE ACTIVATION OF THE FEATURE WAS INTENTIONAL. WHILE THE APPLICATION MAY BE AWARE OF YOUR LOCATION DURING USE, EMERGENCY SERVICES MAY BE UNAWARE. COMPANION IS NOT RESPONSIBLE FOR ANY OTHER FIRST-PARTY OR THIRD-PARTY EMERGENCY SERVICE. COMPANION MERELY PROVIDES THE “CALL POLICE” FEATURE, AND IS NOT RESPONSIBLE FOR EMERGENCY SERVICES.

B. Inadequate Network Connectivity. The “Call Police” feature will not activate until you have properly initiated it through the designated user interface element in the Application. Emergency Services may not be rendered if Companion cannot communicate with your Device, as indicated more fully in Section 3 below. Companion is not liable if you have inadequate Network connectivity or if the “Call Police” user interface element does not function due to unforeseeable circumstances. The Application requires your permission to track your location and send you notifications. Without granting this permission, the Application will not function properly and Companion is not liable for such malfunction.

C. Right to Modify Emergency Services. Companion reserves the right to modify, terminate, or suspend the “Call Police” feature at any time, including to the extent permitted, requested or required to do so by any applicable governmental authority, standards setting entity, or insurance interest. Your obligations under this Agreement shall continue in the event of any (i) such modification, termination or suspension; or (ii) any non-emergency policy of any Proper Authority.

3. Device(s) and Network(s)

THE FOLLOWING CONCERNS THE DEVICE(S) AND NETWORK(S) REQUIRED FOR THE APPLICATION TO FUNCTION. READ THIS SECTION CAREFULLY. You must provide and use, at your own expense, a Device and Network that are compatible with the Application. Companion does not guarantee that the Application or Emergency Services can be accessed through, or will be compatible with, all Devices or Networks. The Application or Emergency Services may fail due to a variety of circumstances, including circumstances or conditions beyond Companion’s control. You understand and agree that Network connectivity may be interrupted, circumvented or otherwise compromised. Such Network connectivity is beyond Companion’s control, and Companion may not be able to assist in resolution of problems with respect to the Application or Emergency Services relating to such Network connectivity. You understand that your use of the Application and/or Emergency Services may be limited by your Network provider or by the capabilities or capacities of your Device. If your Device or Network are incompatible, inoperative, interrupted or circumvented, or in ‘Airplane Mode’ or similar modes without network connectivity, no data will be received by Companion and the Application and Emergency Services may not be available.

4. Ownership

A. Grant of License. Companion grants you the right to use the Application in accordance with these terms. Your ability to use the Application is limited, non-exclusive, non-transferrable, and cannot be used for commercial purposes. Companion may communicate with you through your Device.

B. Data Consent. Companion may monitor, record, and collect personal information, including signals, messages, geographic location information, technical information, information about your device or computer, and other data. Companion owns this information and can share, provide or copy any of this information and use it for any purpose, including any commercial or law enforcement purpose. If Companion merges or is acquired, the new company may use, disclose, or sell this information. All information we collect is subject to the Privacy Policy.

C. License Controls. Companion reserves all rights not explicitly granted to you. These terms apply to any updated versions of the Application unless new terms are provided with the update.

5. Permitted Uses and Restrictions

A. Personal Use Only. You may use the Application and Emergency Services solely for your personal use and not for commercial purposes.

B. Legal Compliance. You agree to use the Application in compliance with all applicable laws and our published policies, as published from time-to-time in notifications sent to you. You may not use the Application for any illegal, unlawful, or improper purpose (as determined by Companion from time-to-time, in our sole and absolute discretion). You cannot use the Application to harass, bully, falsely accuse, or defame anyone, or to simulate or portray untrue or fictitious scenarios. Companion may use and maintain your contact information, such as phone number, name, email address, postal address, or any other information you provide as unique account identifiers.

C. Intellectual Property Rights. YOUR RIGHTS ARE LIMITED. Companion’s software, hardware, firmware, shareware, codes, information, documentation, and any other intellectual property related to the Application are the sole property of Companion and you retain no rights to it. You may not, and you agree not to, or to enable others to, copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Application, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law).You may not, and you agree not to, or to enable or permit others to breach the security of your Device and the Application for any purpose, including for the purpose of copying any other user’s information. Any attempt to do so shall be a violation of Companion’s rights. If you breach this restriction, you may be subject to prosecution and damages. Unpublished rights are reserved under the intellectual property laws of the United States. To the extent the Application may be used to reproduce materials, it is licensed to you only for reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. If you are uncertain about your right to copy any material, you should contact your legal advisor.

D. Trade name. You agree that the words “Companion”, “Companion, LLC”, “Companion, Inc.” or any variations thereof are trade names that belong to Companion, and any related marks are trademarks owned by Companion. You specifically agree that you will never, in any way, use the words “Companion” or any imitation or variant thereof as part of a trade name, company name, or firm name in a manner likely to cause customer confusion with Companion’s Application and any other Companion products or services.

E. Copyright Policy. Companion respects the intellectual property rights of others and expects its users to do the same. It is Companion’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website, Companion will respond expeditiously to claims of copyright infringement committed using the Application that are reported to Companion’s Designated Copyright Agent via email at support@companionapp.io.

6. Payment and Fees

Companion may require you to make an initial payment or one or more periodic fees to use the Application. If any such fee is to be imposed, or if such fee is to be increased or decreased, you will be notified in writing or electronically. You authorize Companion to automatically charge any fees via in-app purchase or to your credit or debit card in advance on a periodic recurring basis. Upon termination of this Agreement, Companion shall have no obligation to refund any fees.

7. Updates

From time to time at our sole discretion, we may develop and provide updates to the Application including upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. Companion is not responsible for providing any updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the Internet either (i) the Application will automatically download and install all available Updates or (ii) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement. You are not authorized to have the Application repaired by a third party, and Companion is not liable if a third-party has attempted to update, repair or service the Application.

8. Representations and Warranties

A. General Representations. You represent and warrant that (i) your use of the Application will be in strict accordance with the Companion Privacy Policy, with this Agreement, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Application will not infringe or misappropriate the intellectual property rights of any third party.

B. Content and Information. You are solely responsible (a) for all content stored on or retrieved from your device or the Application and (b) to keep information in the Application, including any contact information, current, accurate, complete, and secure. Companion may not be held liable for your failure to do so.

C. Unauthorized Access. You assume the risk of unauthorized persons gaining access to the Application and/or the data available through the Application. You agree to keep confidential all passwords, account information and access codes that permit access to and enable use of the Application. Companion encourages you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify Companion immediately of any breach of security or unauthorized use of your account. Companion will not be liable for any losses caused by any unauthorized use of your account. Upon termination of this Agreement by Companion, Companion may immediately, and without notice, disable your access to the Application and cancel all passwords or other access codes.

9. Disclaimer of Warranties

THE APPLICATION IS PROVIDED “AS IS.” COMPANION AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER COMPANION NOR ITS AFFILIATES, MAKE ANY WARRANTY THAT OUR APPLICATION WILL BE ERROR FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED. YOU UNDERSTAND THAT YOU DOWNLOAD FROM, OR OTHERWISE OBTAIN CONTENT OR SERVICES THROUGH OUR APPLICATION AT YOUR OWN DISCRETION AND RISK.

10. Indemnification and Limitation of Liability

A. Indemnification. You shall indemnify, defend, and hold harmless Companion, its employees, officers, directors, and its affiliates against any damages, including reasonable attorney’s fees, or claims arising out of: (a) your use of the Application, (b) your violation of this Agreement, or (c) your violation of applicable laws or regulations. Companion reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Companion. Companion will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

B. Limitation of Liability. THIS SECTION SIGNIFICANTLY LIMITS OUR LIABILITY TO YOU AND THIRD PARTIES. PLEASE READ THIS SECTION CAREFULLY. We are not an insurer and the Application is not a substitute for insurance In no event will Companion, or its affiliates, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental, or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Companion under this agreement during the twelve (12) month period prior to the cause of action. Companion shall have no liability for any failure, delay, or loss due to matters beyond their reasonable control. Even if Companion is liable to you or any third party, any such liability will not exceed one hundred ($100.00) dollars. The foregoing shall not apply to the extent prohibited by applicable law.

C. Third Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third Party Materials”). You acknowledge and agree that Companion is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Companion does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties’ terms and conditions.

11. Term and Termination

The Agreement commences when you download or install the Application and will continue in effect until terminated by you or Companion as set forth in this section. Companion may terminate this Agreement at any time without notice if it ceases to support the Application, which Companion may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Upon termination, all rights granted to you under this Agreement will also terminate, and you must cease all use of the Application and delete all copies of the Application from your Device and account. Termination will not limit any of Companion’s rights or remedies at law or in equity.

12. Dispute Resolution

A. Arbitration. You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Application (collectively, “Disputes”) will be settled by binding arbitration between you and Companion, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Companion are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Companion otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

B. Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at https://www.adr.org/ or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

C. Arbitration Process, Location, Procedure, and Fees. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides the relevant forms at https://www.adr.org/) Unless you and Companion otherwise agree, arbitration shall be conducted in the city and state of Companion’s headquarters by one (1) arbitrator pursuant to the Commercial Arbitration Rules of the AAA. The Parties agree the arbitrator shall be (a) an attorney in good standing by the state where the arbitration is held and (b) experienced in commercial contract law or (c) a retired judge. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. The Parties agree that the arbitrator’s decision shall be final and binding, and judgment may be entered upon it in any court having jurisdiction thereof. The Parties shall bear their respective arbitration costs, and the non-prevailing Party shall bear the costs due the arbitrator and AAA. Should any suit, action or other legal proceeding arise from, in connection with, or as a result of this Agreement, it shall be brought exclusively in the municipal or state courts of record or the courts of the United States located in the district or county in which Companion’s headquarters is located.

13. Controlling Law and Severability

This Agreement will be governed by and construed in accordance with the laws of Michigan, excluding its conflict of law principles. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.

14. Force Majeure

Our obligations under this Agreement are waived automatically without notice and you release us for all losses following (i) any default or breach of this Agreement by you or (ii) the occurrence of equipment failure, riots, strikes, lockouts, terrorism, war (declared or undeclared), weather, natural phenomenon, acts of God, governmental orders, laws, rules or regulations, transportation, environmental conditions or (iii) any other reason beyond the control of Companion. Our obligations under this Agreement are suspended for the duration of any such events.

15. Miscellaneous

This Agreement constitutes the entire agreement between Companion and you regarding the Application, and supersedes all prior or contemporaneous understandings regarding such subject matter. Companion may amend or modify this Agreement at any time by delivering a modification notice (“Notice”) to you via e-mail at the e-mail address you provide. Any Notice shall, once transmitted, amend the terms of this Agreement. If you (i) object to any amended terms; (ii) you do not agree to this Agreement or (iii) become dissatisfied with the Application in any way, your sole recourse is to immediately discontinue use of the Application. You may not amend or modify this Agreement unless such amendment or modification is in writing and signed by Companion. When used in this Agreement, the words “including” and “include” mean “including, but not limited to”. Section headings are for convenience only and are not part of this Agreement. References to the singular shall include the plural and references to the plural shall include the singular. You may not assign or sublicense this Agreement. Companion may assign all or any portion of this Agreement.Your questions, complaints, and claims should be addressed to Companion at support@companionapp.io.