IMPORTANT INFORMATION: PLEASE READ THIS END USER AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) (“SUBSCRIBER” OR “YOU”) AND PATROCINIUM SYSTEMS, INC., A DELAWARE CORPORATION (“PATROCINIUM”). YOU MUST REVIEW AND EITHER ACCEPT OR REJECT THE TERMS OF THIS AGREEMENT BEFORE INSTALLING OR USING THE SOFTWARE. BY CLICKING THE “I ACCEPT” BUTTON, INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE. PATROCINIUM RESERVES THE RIGHT TO MODIFY THESE TERMS FROM TIME TO TIME BY POSTING THE CHANGES ON ITS WEBSITE. YOUR CONTINUED USE OF THE SOFTWARE FOLLOWING POSTING CONSTITUTES ACCEPTANCE OF THE CHANGES.
Patrocinium Systems, Inc. ("Patrocinium") has designed and developed its ArcAngel Software (as defined below) to provide users with a range of enhanced functionality and features related to emergency crisis management and response. Users can download the ArcAngel App to their mobile devices, and the Software is also accessible via web browser at the ArcAngel Website. Information that Users may upload in connection with using the ArcAngel Software is saved by default on servers controlled by Patrocinium.
Definitions. Capitalized terms have the meanings set out below. Other capitalized terms are defined in the context in which they are used:
“ArcAngel App” means the mobile application version of the ArcAngel Software intended for use by individuals on their mobile devices.
"You" means a Subscriber under this Agreement.
“ArcAngel Software” and “Software” means Patrocinium's proprietary computer program in object code only, including the ArcAngel App; and includes any Updates made available to You under this Agreement.
“Third Party Software” means software components developed or licensed by a Person other than Patrocinium (if any) for use in connection with the ArcAngel Software.
“ArcAngel Website” means the Internet website located at www.arcangelapp.com or www.patrocinium.com at which Subscriber can access and use certain functionality of the ArcAngel Software.
“Documentation” means the online user instructions, manuals or other materials regarding the use of the ArcAngel Software that Patrocinium makes generally available to Subscribers.
"Eligible Individual" means an individual over eighteen years of age.
“Personal Information” means (i) name, (ii) address, (iii) phone number, (iv) email address, (v) birth date, (vi) photograph, (vii) emergency contact information, and such other information that may be used to identify You.
"Subscriber " means an Eligible Individual who has agreed to the terms and conditions of this Agreement.
“Updates” means those updates, modifications, bug fixes and other corrections, if any, that Patrocinium makes generally available for the ArcAngel Software.
Use of the ArcAngel Software by Minors. Children under the age of 18 may not download or use the ArcAngel Software without parental or legal guardian consent. By downloading or accessing the ArcAngel Software, You represent that (i) You are at least 18 years of age, and (ii) You are either entering into this AGREEMENT for Yourself or on behalf of Your child or a child in Your legal care. If You are a parent or guardian entering this AGREEMENT for the benefit of Your child, please be aware that You are fully responsible for his/her use of the Software. If Your use begins before You reach the age of majority, once You reach the age of majority, continued use constitutes acceptance of this Agreement by You.
Grant of Rights. Subject to the terms and conditions of this Agreement, Patrocinium hereby grants to You a nonexclusive, nontransferable license to access and to execute the functionality of the Software made available to users by Patrocinium in object code format via the ArcAngel App and the Patrocinium Website for all purposes permitted in the Documentation.
Subscriber Acknowledgements. In connection with the grant of rights set out in this Section 3 (Grant of Rights), You acknowledge (i) that as between You and Patrocinium, Patrocinium retains all right, title, and interest to the ArcAngel Software and Documentation; and (ii) that Patrocinium reserves all rights to the ArcAngel Software, Documentation, and any copyrights, patents, trademarks, or other intellectual property rights embodied in or used in connection with such Software and Documentation, except for the rights expressly granted in this Section 3 (Grant of Rights).
Restrictions. You shall not yourself, or through any other party: (a) sell, lease, license or sublicense the ArcAngel Software or the Documentation; (b) modify, decompile, disassemble, or reverse engineer the ArcAngel Software, in whole or in part; (c) allow access to the ArcAngel Software by any user other than an a Subscriber; or (d) use the ArcAngel Software to provide processing services to third parties, or otherwise use the ArcAngel Software on a “service bureau” basis; or (e) provide, disclose, divulge or make available to, or permit use of the ArcAngel Software by any third party without Patrocinium prior written consent.
Subscriber Acknowledgements and Responsibilities.
Subscriber is responsible for uploading his/her Personal Information via the ArcAngel Software and ensuring that such information is and remains accurate and up to date. Subscriber is responsible for ensuring he/she has downloaded the most recent version of the ArcAngel App on Subscriber’s mobile device.
Subscriber acknowledges and agrees that (i) Subscriber’s provision of full and complete Personal Information, and (ii) Subscriber’s prompt downloading of the most recent version of the ArcAngel App are critical to the effective and intended performance of the Software in accordance with its Documentation.
Subscriber acknowledges that the ArcAngel App may increase mobile device battery usage when using GPS and other geolocation information features in the event of an emergency.
Technical Support. Patrocinium may from time to time provide Updates for the ArcAngel Software. You acknowledge and agree that the Software may not function effectively if You do not install Updates provided by Patrocinium. Technical support for the latest version of the Software may be requested via email or other contact information provided in Section 17 (Contact Information).
Subscriber Fees and Taxes.
You shall pay Patrocinium the then-current non-refundable subscription fee, if applicable, on a monthly basis, plus all applicable taxes (the "Subscription Fee"). The current Subscription Fee shall be posted at www.arcangelapp.com or www.patrocinium.com. You will pay and be responsible for any excise, privilege, sales, use, customs, value added, and any other tax (except taxes imposed with respect to Patrocinium's net income) imposed by or under the authority of any foreign, United States, state, or local law with respect to the license of ArcAngel Software and services as contemplated by this Agreement.
If You provide recurring payment information for automatic debit of the Subscription Fee, payments will be debited on the first calendar day of each month. You authorize PATROCINIUM to debit your credit card, checking or savings account on file on a recurring basis for the Subscription Fees aligned with the APP purchase in current apps stores used for distribution.
PATROCINIUM may raise subscription rates upon thirty (30) days notice posted to the ArcAngel website.
Proprietary Rights and Nondisclosure. The ArcAngel Software and Documentation contain proprietary and confidential information of Patrocinium and are considered by Patrocinium to be trade secrets. Subscriber agrees to hold the ArcAngel Software and Documentation in confidence. Without limiting the foregoing, Subscriber agrees to protect the ArcAngel Software and Documentation at least to the same extent that Subscriber protects its own similar confidential information and to take all reasonable precautions to safeguard the confidentiality of the ArcAngel Software and Documentation. The foregoing obligations shall not apply to information, (i) that is or becomes publicly known through no fault of Subscriber, (ii) that was previously known to Subscriber before disclosure under this Agreement, or (iii) that is independently developed by Subscriber.
Intellectual Property Indemnity. If the ArcAngel Software, or any part thereof, is, or in the opinion of Patrocinium may become, the subject of any claim for infringement of any third party patent or copyright, trademark, then Patrocinium may, at its option and expense, either (i) procure for Subscriber the right to use the ArcAngel Software or (ii) replace or modify the ArcAngel Software or parts thereof, with technology so that the ArcAngel Software becomes non-infringing or (iii) if it is not commercially reasonable to take the actions specified in items (i) and (ii) immediately preceding, terminate this Agreement. THE FOREGOING PROVISIONS OF THIS SECTION 9 (Intellectual Property Indemnity) STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF PATROCINIUM TO SUBSCRIBER WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE ARCANGEL SOFTWARE OR DOCUMENTATION.
Warranty and Disclaimer. PATROCINIUM warrants that the latest version of the ArcAngel Software will perform substantially in accordance with the material provisions of the Documentation. PATROCINIUM will use commercially reasonable efforts to correct errors or bugs in the ArcAngel Software, within a commercially reasonable period of time. Such error corrections shall be the exclusive remedy for any breach of the foregoing warranty. THE WARRANTY STATED ABOVE IS THE SOLE AND EXCLUSIVE WARRANTY AND REMEDY OFFERED BY PATROCINIUM IN CONNECTION WITH THE ARCANGEL SOFTWARE AND DOCUMENTATION. THERE ARE NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS SUBJECT TO CHANGE OR TERMINATION AT ANY TIME AND FOR ANY REASON WITHOUT NOTICE.
Limitation of Liability. IN NO EVENT WILL PATROCINIUM BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF USE, LOST PROFITS, BUSINESS OR REVENUE, PERSONAL INJURY OR DEATH, LOSS OF GOODWILL OR OTHER ECONOMIC ADVANTAGE, OR LOSS OF PRIVACY) ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR THE SOFTWARE, EVEN IF PATROCINIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PATROCINIUM’s liability UNDER OR arising out of this Agreement shall not exceed the amounts paid by Subscriber for the ARCANGEL Software DURING THE SIX (6) MONTH PERIOD PRECEDING THE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREUNDER.
Term. This Agreement begins on the date You signify Your assent to its terms and conditions, by downloading the Patrocinium App or clicking "I accept" on the Patrocinium Website. This Agreement will continue in force for as long as You comply with these terms and conditions and pay applicable Subscription Fees, unless earlier terminated in accordance with Section 14 (Termination).
Termination. You may terminate this Agreement at any time by ceasing use of the ArcAngel Software, the Documentation, and any related services; however You will not be entitled to any refund of any fees paid. Patrocinium reserves the right to terminate this Agreement at any time in its sole discretion. If Patrocinium Terminates this Agreement without cause, Patrocinium will issue You a pro rata refund of any Subscription Fees paid in advance for the current month of use. Without prejudice to Patrocinium's other rights, this Agreement will terminate immediately, and without need for notice, if You fail to comply with its terms and conditions. Upon termination, (i) You must cease all use of the ArcAngel Software, the Documentation, and the related services, and (ii) the following provisions shall survive: Section 8 (Proprietary Rights and Nondisclosure); and Section 11 (Limitation of Liability).
Assignments and Sublicenses. This Agreement may not be assigned or otherwise transferred by Subscriber without Patrocinium's prior written consent and any such purported assignment or transfer shall be void upon attempt. Subscriber shall have no right to sublicense the rights granted hereunder.
Governing Law; Venue. This Agreement shall be governed by the laws of the Commonwealth of Virginia without reference to conflict of laws principles. Any dispute or claim arising out of or in relation to this Agreement, or the interpretation, making, performance, breach or termination thereof shall be resolved exclusively by the courts located in Commonwealth of Virginia; provided that Patrocinium shall be entitled to seek injunctive relief, as provided in Section 16.2 (Injunctive Relief), in any court of competent jurisdiction.
Injunctive Relief. You understand and agree that Patrocinium will suffer irreparable harm in the event that You breach this Agreement, and monetary damages may be inadequate to compensate for such breach. Accordingly, You agree that Patrocinium will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief to enforce the terms of this Agreement.
Notices. Any notice required or permitted to be given under this Agreement shall be delivered (i) by overnight courier, (iv) by fax with confirming overnight courier letter, or (iii) by email to the email address Your provided in Your registration. Notice so given shall be deemed effective when received, or if not received by reason of fault of addressee, when delivered.
No Waiver. The waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
Severability. In the event that any provision or provisions shall be held to be unenforceable, those provisions shall in good faith be changed by Patrocinium to be enforceable and shall reflect as closely as possible the intent of the original provisions of this Agreement. Continued use of the Software following posting of the revised terms constitutes acceptance of such terms.
Force Majeure. Non-performance or delay in performance of either party, except for the making of payments, shall be excused to the extent that performance is delayed or rendered impossible by acts of God, strike, fire, flood, earthquake, governmental acts or orders or restrictions, failure of suppliers, or any other reason when failure to perform is beyond the control non-performing party.
Entire Agreement; Amendments. This Agreement constitutes the whole and entire agreement between the parties with respect to the subject matter hereof and no verbal or written commitments not referenced herein shall apply, including without limitation the terms and conditions of any purchase order, procurement document or acknowledgement for the Software. Furthermore, this Agreement shall supersede, and Patrocinium shall not be bound by, any such terms and conditions. Any amendment or modification to this Agreement shall be effective only if reduced to writing and signed by duly authorized representatives of Patrocinium and Subscriber.
Contact Information. If You have any questions about this Agreement or if You would like to access Technical Support, You may contact Patrocinium at:
Any Third Party Software is provided with the rights set forth in the applicable third party license terms (copies of which are available at the links below), and is provided by Patrocinium “AS IS” with no warranties. Such third party license terms do not apply to the ArcAngel Software as a whole, and do not apply to the proprietary portions of the ArcAngel Software owned by Patrocinium.