Please read this Rayvn End User License Agreement (“EULA”) carefully.

This EULA governs the person accessing and using the Subscription Services (“You”) via the Rayvn Mobile Application and the Rayvn Subscription Site.

In order to access and use the Subscription Services, You must meet each of the following conditions:

• Rayvn U.S. Inc. (“Rayvn”) has been granted a license to the Rayvn customer with which You are employed, affiliated, or associated (“Customer”) to access and use certain subscription and/or professional services through the Rayvn Mobile Application or the Rayvn Subscription Site (collectively, the “Subscription Services”);
• You have accepted the terms and conditions of this EULA;
• You have accepted the terms and conditions of Rayvn’s then-current “Acceptable Use Policy,” available for review at rayvn.global/uscontractdocuments and incorporated herein by such reference; and
• By clicking on the “I AGREE” button, You acknowledge that You have read this EULA, that You understand it, and that You agree to be bound by this EULA. If You do not agree to be bound by this EULA, click on the “I DO NOT AGREE” button, and You will not get access to the Subscription Services via the Rayvn Mobile application or the Rayvn Subscription Site.

NOTE THAT the scope of the Subscription Services is determined by the applicable Order Form and Master Subscription Agreement executed by Customer and Rayvn. You are only permitted to access and use the Subscription Services purchased by Customer to the extent Customer has such rights.

By clicking on the “I AGREE” button, You are agreeing that:

• This EULA binds You personally. You are responsible for breach of this EULA by You. Rayvn may also hold the Customer liable for Your breach of this EULA.
• If Rayvn modifies this EULA, You will be presented with a new version of the EULA through the Rayvn Mobile Application or on the Rayvn Subscription Site that You must agree to before continuing use of the Subscription Services.

You have reviewed the Privacy Policy available at rayvn.global/uscontractdocuments and attached as Exhibit A and agree that Rayvn may modify the Privacy Policy at any time by posting a revised version of the Privacy Policy on Rayvn’s website. You agree to regularly check Rayvn’s website for an updated version. You further agree that Rayvn may notify You of any material change to the Privacy Policy by sending an email to Customer.

YOU REPRESENT THAT YOU WILL USE THE RAYVN SOFTWARE SOLUTION ONLY FOR: managing communication and planning for critical events, preparedness, and daily operations, including functionality such as emergency response team notifications/messaging, operations dashboard, and next-of-kin communication, using both web-based and downloadable mobile device interfaces; and that you will not store on the software any financial information such as bank accounts or credit card numbers or patient data protected under the Health Insurance Portability and Accountability Act (“HIPAA”).

YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT. IF YOU DO NOT AGREE TO THIS EULA, DO NOT ACCESS OR USE THE SUBSCRIPTION SERVICES OR IMMEDIATELY DISCONTINUE ACCESSING OR USING THE SUBSCRIPTION SERVICES IF YOU HAVE ALREADY ACCESSED OR USED THEM.

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under the age of 13. Rayvn does not knowingly collect or solicit personally identifiable information from a child under the age of 13 without obtaining verifiable consent from that child’s parent or guardian (“Parental Consent”), except for the limited amount of personally identifiable information Rayvn needs to collect in order to obtain Parental Consent (“Required Information”). Until Rayvn has received Parental Consent, Rayvn will only use Required Information for the purpose of obtaining Parental Consent. If You are a child under 13 years old, please do not attempt to send any personal information about Yourself to Rayvn before Rayvn obtains Parental Consent, except for the Required Information in the context of the Parental Consent process. If You believe that a child under 13 years old has provided Rayvn with personal information (beyond the Required Information) without Rayvn’s obtaining Parental Consent, please contact Rayvn at by emailing notices@rayvn.global or by mail at P.O. Box 6699 Bozeman, MT 59771.

If You wish to provide us with any personal information of any children under the age of 13 years old, You (i) represent and warrant that You are the parent or legal guardian of such children, and (ii) You hereby provide consent in Your capacity as such to the consents and terms set forth herein.

I. Proprietary Rights

Subject to the terms and conditions of this EULA and the Master Subscription Agreement between Ravyn and Customer, Rayvn hereby grants to You a nonexclusive, terminable, limited right to access and use the Subscription Services as set.

You understand that Your access rights are personal and not transferable and that You may not sublicense them. You also understand that Your rights will be terminated by Rayvn if You do not abide by this EULA, and that You may have liability to Rayvn if You misuse the Subscription Services.

Unless otherwise noted, Rayvn or Rayvn’s content providers (as applicable, “Owner”) own all of the content on Rayvn’s Subscription Services, including, without limitation, all information, data, software, photographs, graphics, video and audio clips, text, images, typefaces, and other material (collectively “Content”). For clarity, Content specifically excludes all information or data submitted by or on behalf of the Customer or You in connection with Your use of the Subscription Services (“User Content”).

The Content is protected by copyrights, trademarks, or other proprietary rights. These rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed. Title to such Content will at all times remain with the Owner. All Content is copyrighted as a collective work under the U.S. copyright laws, and Rayvn owns a copyright in the selection, coordination, arrangement, and enhancement of such Content.

When using the Subscription Services, You may not alter, modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part. If prompted, You may create user profiles or enter information for Your use of the Subscription Service (including User Content), provided that any such profiles and information are created or provided in accordance with this EULA. If no specific restrictions are displayed, Rayvn grants You permission to make copies of select portions of Rayvn’s Content. However, the copies must be made only for Your personal, non-commercial use. You may not copy or post the Content in any way, including on any network computer, or broadcast it in any media. You also must maintain any notices contained in the Content, such as all copyright notices, trademark legends, or other proprietary rights notices. Except as provided in the preceding sentences or as permitted by the fair use privilege under the U.S. copyright laws, You may not upload, post, reproduce, or distribute in any way Content protected by copyright, or other proprietary right, without first obtaining permission of the Owner.

If any software Content is governed by a software license agreement, Your use of such Content shall be subject to any such agreement. Any use of the Content not expressly permitted by this EULA is a breach of this EULA and may violate copyright, trademark, and other laws. All rights not expressly granted herein are reserved to Rayvn and its licensors.

RAYVN MAY REVOKE ANY OF THE FOREGOING RIGHTS, AS WELL AS ANY ACCESS AND USE AUTHORIZATIONS GRANTED TO YOU OF THE SUBSCRIPTION SERVICES AT ANY TIME.

II. Trademarks

The RAYVN mark and associated names, logos, phrases, and designs used on the Subscription Services are Rayvn’s trademarks, servicemarks, trade names, trade dress, or other protected intellectual property.

All other trademarks, product names, company names, and logos appearing on the Subscription Services are the property of their respective Owners.

III. Accuracy of Information

Rayvn uses commercially reasonable efforts to assure the accuracy of the information on the Subscription Services to the extent the information is provided by Rayvn. However, all information contained on the Subscription Services may be changed and updated at any time without notice and may contain errors or inaccuracies. The Subscription Services also contain information provided by third parties. Rayvn makes no representation or warranty regarding the accuracy, truth, quality, suitability, or reliability of such information; and Rayvn is not responsible for any errors, omissions, or inaccuracies contained in any information provided by such third parties.

IV. Links to Third-Party Sites

Occasionally, Rayvn may make available a link to a third-party’s web site. These links will let You leave the Subscription Services. The linked sites are not under Rayvn’s control, and Rayvn is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Rayvn is not responsible for webcasting or any other form of transmission received from any linked site. Rayvn provides the links to You only as a convenience. Rayvn does not endorse any third-party site or its use or contents. Further, Rayvn explicitly disclaims any responsibility for the accuracy, content, reliability, currency, or availability of information found on those sites. Rayvn recommends using discretion when browsing the Internet using Rayvn’s or anyone else’s service. Because some sites employ automated search results or otherwise link You to sites containing information that may be deemed inappropriate or offensive, Rayvn cannot be held responsible for the accuracy, copyright compliance, legality, or decency of material contained in third-party sites. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST US WITH RESPECT TO SUCH THIRD-PARTY SITES.

V. Your Account Responsibilities

In consideration of Your use of the Subscription Services, You agree that all information supplied by You in establishing or using Your account is true, accurate, current, and complete and that You are authorized to supply and use such information in connection with the Service. You agree that You will maintain and promptly update the information supplied by You to keep it true, accurate, current, and complete. If You provide any information that is untrue, inaccurate, not current, incomplete, or without authorization as may be required by law, or Rayvn has reasonable grounds to suspect that Your information is untrue, inaccurate, not current, incomplete, or without authorization as may be required by law, Rayvn may suspend or terminate Your account, disable Your password, and refuse any and all current and future use of the Subscription Services, without prior notice.

During the set-up of Your account, You will either receive (i) a user name and password; or (ii) a user name and a prompt to create Your own password. You are entirely responsible for maintaining the confidentiality of the user name and password. You are entirely responsible for all activities that occur under Your user name and password and under Your account. You should not reveal Your password to others. You agree to immediately notify Rayvn of any known or suspected unauthorized use of Your password or account or any other breach of security. You will be responsible for complying with this EULA.

VI. General Use

You agree to use the Subscription Services only for lawful purposes. You are prohibited from posting on or transmitting through the Subscription Services any illegal, obscene, defamatory, abusive, hateful, sexually or racially or ethically discriminatory, or otherwise objectionable or harmful material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national, or international law, or any third-party’s intellectual property or privacy rights. Furthermore, Rayvn will not permit any conduct by You that Rayvn believes, in its sole discretion, restricts or inhibits any other user from using or enjoying the Subscription Services.

You agree that Your use of robots, crawlers, spiders, wanderers, web agents, and other such automated processes on the Subscription Services will be Standard for Robot Exclusion (SRE)-compliant robots (“robots”) and when connecting to the Subscription Services, prior to downloading or indexing any pages on the Subscription Services, such robots will immediately visit Rayvn.global/robots.txt (“robot.txt file”). You understand that the robots.txt file is the only means by which robots are authorized to access the Subscription Services. You agree that You will not violate any of the robot access policies. You understand that any violation of the policies may result in termination of Your access to the Subscription Services, deactivation or deletion of Your account and all related information and files in Your account, disablement of Your password, and preclusion of any further access to such files or the Subscription Services, without prior notice.

You agree that You and Customer are solely responsible and liable for ensuring that Your use of the Service complies with the Telephone Consumer Protection Act (“TCPA”), 47 U.S.C. § 227 et seq., and all implementing rules, orders, and regulations of the Federal Communications Commission, 47 C.F.R. § 64.1200 et seq., and the Federal Trade Commission, 16 C.F.R. § 310, including, without limitation, ensuring that all phone numbers and other personal information used in connection with the Service have been collected in accordance with the TCPA, ensuring that sufficient notice and consent has been received and maintained by Customer in connection with Your use of the Service, and for the preparation and distribution of all messages, content, and other materials delivered to the Customer’s recipients by and through any Service.

VII. Submissions to Rayvn

If You send any communications or materials to Rayvn by electronic mail or otherwise, including any data, questions, comments, suggestions, ideas, notes, concepts, or the like, but specifically excluding User Content (collectively, “Submissions”), the Submissions shall be deemed, and shall remain, Rayvn’s property, and all such Submissions are, and will be, treated as non-confidential and non-proprietary. Without limiting the foregoing, You agree that Rayvn shall exclusively own, and You hereby assign to Rayvn without compensation or further obligation, all now known or hereafter existing rights to the Submissions. You agree that Rayvn shall be entitled to the unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions, including, without limitation, the publishing on the Subscription Services or elsewhere of the Submissions, and the reproduction, distribution, adaptation, performance, displaying, and creation of any derivative works therefrom.

VIII. Rayvn’s Rights

Rayvn may elect to electronically monitor areas of the Subscription Services and may disclose any Content, records, or electronic communication of any kind (i) to satisfy any law, regulation, or government request; (ii) if such disclosure is necessary or appropriate to operate the Subscription Services; or (iii) to protect Rayvn’s rights or property or the rights of the users, Rayvn’s sponsors, content providers, licensors, merchants, suppliers, or contractors. Rayvn is not responsible for screening, policing, editing, or monitoring such Content. If notified of allegedly infringing, defamatory, damaging, illegal, or offensive Content, Rayvn may investigate the allegation and determine in Rayvn’s sole discretion whether to remove or request the removal of such Content from the Subscription Services. Rayvn may terminate Your access or suspend Your access to all or part of the Subscription Services and disable Your password, without notice, for any conduct that Rayvn, in Rayvn’s sole discretion, believes is in violation of any applicable law, is harmful, is in violation of this EULA (as determined in Rayvn’s sole discretion), or for any other reason specified in this EULA.

IX. WARRANTY DISCLAIMER, AS IS

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, RAYVN, RAYVN’S AFFILIATES, SUBSIDIARIES, PARENT, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PROVIDERS, MERCHANTS, SPONSORS, LICENSORS, SUPPLIERS, OR CONSULTANTS, OR THE LIKE, DISCLAIM AND EXCLUDE ALL WARRANTIES FOR USE OF THE SUBSCRIPTION SERVICES, OR AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION, CONTENT, OR SUBSCRIPTION SERVICES PROVIDED THROUGH THE RAVYN MOBILE APPLICATION OR THE SUBSCRIPTION SITE. FURTHERMORE, RAYVN DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SUBSCRIPTION SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; NOR DOES RAYVN MAKE ANY WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF ANY EXPERIENCE OR OF THE SUBSCRIPTION SERVICES, OR AGAINST INFRINGEMENT OR OF TITLE. THE SUBSCRIPTION SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, AND RAYVN SPECIFICALLY DISCLAIM WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NONE OF THE ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY RAYVN, RAYVN’S AFFILIATES, SUBSIDIARIES, PARENT, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PROVIDERS, MERCHANTS, SPONSORS, LICENSORS, SUPPLIERS, CONTRACTORS, OR THE LIKE, SHALL CREATE A WARRANTY. If You are dissatisfied with the Subscription Services or its Content (including this EULA), Your sole and exclusive remedy is to discontinue using the Subscription Services.

X. LIMITATION ON LIABILITY

NEITHER RAYVN NOR ANY OF ITS PAST OR PRESENT AFFILIATES, SUBSIDIARIES, PARENT, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PROVIDERS, MERCHANTS, SPONSORS, LICENSORS, SUPPLIERS, CONSULTANTS, OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SUBSCRIPTION SERVICES OR ANY INFORMATION CONTAINED HEREIN, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. Rayvn assumes no responsibility, and shall not be liable for any damages to, or viruses that may infect, Your computer equipment, mobile devices, or other property on account of Your access to, use of, or browsing in the Subscription Services or Your downloading of any materials, data, text, images, video, or audio from the Subscription Services.

YOU FURTHER AGREE THAT RAYVN’S TOTAL LIABILITY FROM OR RELATED TO YOUR USE OF AND ACCESS TO THE SUBSCRIPTION SERVICES, WHETHER THE FORM OF ACTION OR CLAIM IS IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, IS LIMITED TO THE AGGREGATE TWELVE (12) MONTHS OF FEES PAID TO RAYVN BY THE APPLICABLE CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATE PRECEDING THE EVENT THAT LEAD TO YOUR CLAIM. EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, UNDER NO CIRCUMSTANCES SHALL RAYVN OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THE SUBSCRIPTION SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, GOOD WILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF RAYVN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT RESULT FROM (I) THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICES, (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SUBSCRIPTION SERVICES; OR (IV) ANY OTHER MATTER RELATING TO THE SUBSCRIPTION SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT AND SUBSCRIPTION SERVICES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

XI. Indemnity

You agree to indemnify and hold Rayvn, and Rayvn’s past or present affiliates, subsidiaries, parent, officers, directors, agents, and employees, harmless from and against any claim or demand, liabilities, and settlements, including reasonable attorneys’ and accountants’ fees, made by any third party due to or arising out of content You submit, post to, or transmit through the Subscription Services, Your use of the Subscription Services, Your connection to the Subscription Services, Your violation of this EULA, or Your violation of any rights of another in connection with Your use of the Subscription Services, including, without limitation, violation of the Telephone Consumer Protection Act.

XII. Export

The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations, including, without limitation, the Export Administration Act and the Arms Export Control Act. You agree not to transfer, by electronic transmission or otherwise, the Subscription Services or any Content derived from the Subscription Services to either a foreign national or a foreign destination in violation of such laws.

VIII. Jurisdiction

Rayvn makes no representation that the Content in the Subscription Services is appropriate, may be downloaded, or is available for use outside the United States. Access to the Subscription Services from territories where the Content is illegal is prohibited. Those who choose to access the Subscription Services from outside the United States do so on their own initiative, at their own risk, and are responsible for compliance with applicable local laws.

XIV. Governing Law and Venue

This EULA shall be governed by and construed in accordance with laws of the State of Montana, without reference to its conflict of laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any dispute arising out of or concerning this Agreement shall be resolved exclusively in the federal court in Butte, Montana or – if said federal court lacks subject matter jurisdiction – the Montana District Court for the 18th Judicial District in Bozeman, Montana. To the extent necessary, You hereby submit to, and agree not to contest, the jurisdiction of such courts.

XV. Termination

This EULA is effective until terminated by either You or Rayvn. If You are found to be violating the provisions of this EULA, Rayvn may terminate this EULA effective immediately upon notice to You. If You no longer agree to be bound by the EULA, You must cease Your use of the Subscription Services. Subject to applicable law, Rayvn reserves the right to suspend or deny, in Rayvn’s sole discretion, Your access to all or any portion of the Subscription Services with or without notice. You agree that any termination of Your access to the Subscription Services may be effected without prior notice and acknowledge and agree that Rayvn may immediately deactivate or delete Your account and all related information and files in Your account, bar any further access to such files or the Subscription Services, and disable Your password. Further, You agree that Rayvn shall not be liable to You or any third party for any termination of Your access to the Subscription Services. Notwithstanding termination or suspension, You will still be liable for the payment of any amounts due or other obligations incurred before termination or suspension, whether Your use of the Subscription Services is terminated or suspended by You or Rayvn.

Account termination (either directed by You or Rayvn) may result in destruction of all data associated with Your account, so keep that in mind before You decide to terminate Your account and/or the Subscription Services. You agree that Rayvn is not and shall not be responsible for restoration of Your account or its contents after Your account has been terminated. Rayvn will try to provide advanced notice to You prior to terminating Your account, but such notice shall be in Rayvn’s sole discretion.

The following provisions shall survive the expiration or termination of this EULA: Proprietary Rights, Rayvn’s Rights; Submissions to Rayvn; Trademarks; Warranty Disclaimer, As Is; Links to Third-Party Sites; Limitation of Liability; Indemnity; Jurisdiction; Governing Law; Termination; and General Information.

XVI. General Information

This EULA, as amended from time to time, constitute the entire agreement between You and Rayvn and govern the use of the Subscription Services and Content. You also may be subject to additional terms and conditions that may apply when You use affiliate services, third-party content or third-party software. Rayvn’s failure to exercise or enforce any right or provisions of the EULA shall not constitute a waiver of such right or provisions. If any provision of the EULA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the EULA shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Subscription Services, the Content or the EULA must be filed within one year after such claim or cause of action arose or be forever barred. The section titles in the EULA are for convenience only and have no legal or contractual effect.

XVII. Copyright Complaints

Rayvn respects the intellectual property rights of others and requests that You do the same. If You believe that Your work has been reproduced in the Subscription Services in a way that constitutes copyright infringement, please provide Rayvn with a notice containing the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. identification of copyrighted work that You claim has been infringed;
3. identification of the specific location on the Subscription Services of the allegedly infringing material;
4. Your address, telephone number, and email address;
5. a statement that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.

Rayvn, for notice of claims of copyright infringement on the Subscription Services can be reached by email at: notices@rayvn.global or by mail at P.O. Box 6699 Bozeman, MT 59771.

XVIII. Copyright Notice

Copyright © 2020 Rayvn U.S. Inc. All rights reserved. Any rights not expressly granted herein are reserved.