StaffAlerter Click-Through End User License Agreement and Terms of Service

Last Updated: June 8, 2026

IMPORTANT CLICK-THROUGH NOTICE.

BY CLICKING “I ACCEPT,” “AGREE,” “CONTINUE,” “SUBMIT,” “ACTIVATE,” OR A SIMILAR BUTTON OR CHECKBOX; BY CREATING AN ACCOUNT; BY ACCESSING, INSTALLING, ACTIVATING, CONFIGURING, ADMINISTERING, OR USING ANY STAFFALERTER PRODUCT; OR BY PERMITTING ANY STAFFALERTER PRODUCT TO REMAIN INSTALLED, CONNECTED, ENABLED, OR USED, YOU ACCEPT THIS AGREEMENT. IF YOU ACCEPT ON BEHALF OF A COMPANY, SCHOOL, GOVERNMENT ENTITY, OR OTHER ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ORGANIZATION. IF YOU DO NOT AGREE, DO NOT CLICK ACCEPT AND DO NOT INSTALL, ACCESS, CONFIGURE, OR USE STAFFALERTER.

This StaffAlerter Click-Through End User License Agreement and Terms of Service (this “Agreement”) is a legal agreement between PM Power Products, LLC, an Ohio limited liability company (“Vendor,” “PM Power Products,” “we,” “us,” or “our”), and the person or entity accepting this Agreement (“Customer,” “you,” or “your”). This Agreement governs all access to and use of the StaffAlerter software, firmware, appliances, hosted services, cloud portal, APIs, notification functions, monitoring functions, automation functions, documentation, updates, and related services (collectively, the “StaffAlerter Products”).

This Agreement is intended for electronic acceptance and click-through presentation. It does not require a handwritten signature. Your electronic acceptance, account creation, installation, access, configuration, or use is legally binding to the maximum extent permitted by applicable law. Vendor may maintain records of acceptance, including account information, IP address, date/time stamp, product version, device identifier, user identifier, checkbox selection, clickstream, or other electronic evidence of assent.

If a separate written order form, subscription document, invoice, quote, statement of work, reseller order, or other ordering document applies to your use of the StaffAlerter Products, that document is incorporated only for the limited purpose of identifying the purchased products, quantities, subscription term, fees, and any expressly stated commercial terms. This Agreement controls all license, use, safety, configuration, warranty, disclaimer, indemnity, and liability terms unless Vendor signs a separate written agreement that expressly states it supersedes this Agreement.

1 Definitions

“Account” means any StaffAlerter account, tenant, cloud portal, administrative login, API credential, user credential, appliance registration, or other access mechanism through which the StaffAlerter Products are accessed, configured, administered, or used.

“Alert” means any notification, message, signal, command, event, action, automation, escalation, voice call, text message, SMS, email, push notification, API call, webhook, relay activation, audible signal, visual signal, door-control command, integration output, dashboard entry, log entry, or other attempted action generated, initiated, transmitted, displayed, or recorded by or through the StaffAlerter Products.

“Configuration” means all settings, rules, thresholds, devices, sensors, buttons, recipients, contact lists, message content, escalation sequences, routing rules, schedules, triggers, delays, permissions, integrations, API calls, third-party credentials, building zones, maps, templates, scripts, system parameters, and other choices made by or for Customer in connection with the StaffAlerter Products.

“Customer Environment” means Customer’s facilities, networks, internet connectivity, power, Wi-Fi, cellular service, voice service, SMS service, email service, PBX, VoIP, paging, access-control systems, door-lock systems, cameras, sensors, IoT devices, alarm systems, building systems, emergency plans, personnel, recipient lists, third-party subscriptions, and all other systems, services, data, facilities, equipment, and procedures not supplied and controlled solely by Vendor.

“Emergency Event” means any actual, suspected, threatened, potential, drill, test, or perceived emergency, safety, security, medical, fire, weather, environmental, operational, business continuity, facility, violence, law enforcement, lockdown, evacuation, or other incident for which Customer may use or attempt to use the StaffAlerter Products.

“Third-Party Services” means any carrier, SMS provider, email provider, internet service provider, cloud provider, public safety answering point, emergency service, monitoring provider, reseller, installer, integrator, alarm provider, access-control vendor, network provider, telecommunications provider, hardware provider, software provider, governmental authority, or other service, system, or party not supplied and controlled solely by Vendor.

2 Click-Through Acceptance; Authority; Electronic Records

2.1 You accept this Agreement by any electronic or practical act of assent, including clicking an acceptance button or checkbox, creating an Account, installing or activating software or firmware, registering an appliance, accessing the cloud portal, using an API key, configuring alerts, enabling integrations, allowing a device to communicate with Vendor systems, or otherwise using any StaffAlerter Product.

2.2 If you accept this Agreement for an entity, you represent and warrant that you have authority to bind that entity and that the entity is legally responsible for all users, administrators, employees, contractors, agents, dealers, resellers, facilities, and third parties that access or use the StaffAlerter Products through or for that entity.

2.3 You consent to electronic contracting, electronic notices, and electronic records. Vendor may provide notices by posting in the product, posting on a website, email, invoice, portal notice, click-through prompt, or other reasonable electronic method. Notices are effective when sent or posted, regardless of whether you read them.

3 License Grant and Scope of Use

3.1 Subject to your compliance with this Agreement and payment of all applicable fees, Vendor grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable subscription or authorized use period to install, access, configure, and use the StaffAlerter Products solely for your internal business, school, governmental, or organizational purposes and solely in accordance with the Documentation, applicable order, and this Agreement.

3.2 No rights are granted except those expressly stated. Vendor and its licensors reserve all rights not expressly granted, including all rights in software, firmware, source code, object code, APIs, designs, inventions, user interfaces, workflows, content, documentation, trademarks, trade secrets, data models, know-how, and derivative works.

3.3 Trial, beta, evaluation, demonstration, proof-of-concept, preview, pre-release, or free versions may be limited, disabled, discontinued, or changed at any time and may not be used in production, emergency, safety, security, or mission-critical operations unless Vendor expressly authorizes such use in a signed writing.

4 Use Restrictions

4.1 You shall not, and shall not permit any third party to: (a) copy, modify, translate, adapt, reverse engineer, decompile, disassemble, or attempt to derive source code or underlying structure; (b) bypass technical limits, security controls, licensing controls, or usage limits; (c) rent, lease, lend, sell, resell, sublicense, timeshare, outsource, host, or provide service bureau access; (d) use the StaffAlerter Products to develop a competing product or service; (e) remove proprietary notices; (f) introduce malicious code; (g) interfere with Vendor systems; (h) exceed authorized quantities, events, devices, users, sites, facilities, or usage levels; (i) use the StaffAlerter Products unlawfully or in violation of any third-party right; or (j) use the StaffAlerter Products except as expressly permitted.

4.2 You are responsible for all activity under your Account and all use by your administrators, employees, contractors, invitees, agents, dealers, resellers, end users, and any person or system that accesses the StaffAlerter Products using credentials, devices, networks, configurations, or permissions associated with you.

4.3 You shall maintain secure credentials, least-privilege administration, backup administrators, prompt offboarding, appropriate physical and network security, and reasonable controls to prevent unauthorized use.

5 Product Purpose; No Emergency Service; No Guaranteed Outcome

THE STAFFALERTER PRODUCTS ARE CONFIGURABLE ALERTING, COMMUNICATION, MONITORING, AND AUTOMATION TOOLS. THEY ARE NOT 9-1-1, E911, POLICE, FIRE, MEDICAL, AMBULANCE, SECURITY GUARD, ALARM MONITORING, PUBLIC SAFETY, RESCUE, DISPATCH, THREAT ASSESSMENT, CRISIS MANAGEMENT, INCIDENT COMMAND, LIFE-SAFETY, OR EMERGENCY RESPONSE SERVICES.

5.1 StaffAlerter may be used to attempt to notify recipients, initiate workflows, activate connected devices, produce audible or visual signals or integrate with Customer Environment and Third-Party Services. StaffAlerter does not itself determine whether an emergency exists, whether a response is appropriate, whether any person is safe, or whether any emergency action has been completed.

5.2 You must maintain redundant, independent, and human-supervised emergency communication and response methods, including the ability to place direct voice calls to 9-1-1 or other appropriate emergency responders. You shall not rely on StaffAlerter as the sole means of requesting emergency assistance, notifying emergency contacts, warning occupants, initiating evacuation, locking or unlocking doors, communicating with responders, or satisfying any legal safety obligation.

5.3 Vendor does not represent, warrant, or guarantee that any Alert will be generated, transmitted, delivered, received, heard, seen, understood, acknowledged, escalated, repeated, logged, acted upon, completed, effective, timely, accurate, or appropriate. Vendor does not represent, warrant, or guarantee that the StaffAlerter Products will prevent death, injury, harm, loss, property damage, crime, violence, emergency, regulatory violation, business interruption, or any other adverse outcome.

6 Configuration, Testing, Escalation, and Outcome Responsibility

CUSTOMER IS SOLELY RESPONSIBLE FOR HOW STAFFALERTER IS CONFIGURED, TESTED, OPERATED, MAINTAINED, AND USED, INCLUDING THE SEQUENCE, FREQUENCY, TIMING, CONTENT, TARGETS, RECIPIENTS, AND ESCALATION OF ALL RESPONSES.

6.1 You acknowledge that the StaffAlerter Products can be configured to produce different outcomes. Different Configurations may cause the same trigger, sensor, button, device, input, message, or event to produce materially different Alerts, escalations, integrations, delays, cancellations, repetitions, omissions, lock/unlock commands, device activations, or other results.

6.2 You are solely responsible for determining whether the StaffAlerter Products are suitable for your intended uses, facilities, personnel, recipients, legal obligations, emergency plans, risk profile, and operational requirements.

6.3 You are solely responsible for designing, approving, implementing, documenting, testing, retesting, auditing, and maintaining all Configurations, including all response escalation sequences, response frequency, escalation timing, message content, message recipients, fallback rules, cancellation rules, integration behavior, device behavior, access-control behavior, and any action or inaction produced by StaffAlerter.

6.4 You shall perform acceptance testing before any production use; periodic operational testing thereafter; testing after every change to the StaffAlerter Products, Configuration, Customer Environment, Third-Party Services, personnel, facility, recipient list, device, network, law, policy, or emergency plan; and drills sufficient to verify that StaffAlerter performs as you intend under realistic conditions.

6.5 You are solely responsible for verifying all phone numbers, email addresses, device addresses, IP addresses, URLs, API endpoints, credentials, permissions, schedules, escalation groups, message templates, building zones, maps, device assignments, and recipient roles. A misconfigured address, blocked number, outdated contact, missing permission, incorrect zone, invalid credential, disabled device, network failure, or third-party limitation may prevent or alter Alerts.

6.6 You are solely responsible for training administrators, operators, employees, contractors, students, visitors, security personnel, facilities personnel, emergency coordinators, and other relevant persons on proper use, limitations, emergency procedures, drills, and fallback methods.

6.7 Vendor is not liable for any failure, delay, incorrect action, omitted action, duplicate action, excessive action, unexpected action, non-delivery, mis-delivery, escalation failure, escalation sequence, response frequency, lock/unlock outcome, device activation, recipient action or inaction, or emergency outcome arising from or relating to any Configuration, Customer Environment, Third-Party Service, recipient information, test failure, failure to test, failure to train, or Customer decision.

7 Customer Environment and Third-Party Dependencies

7.1 StaffAlerter may depend on Customer Environment and Third-Party Services, including internet access, local networks, Wi-Fi, cellular service, voice and SMS carriers, email systems, power, cloud services, DNS, firewalls, authentication systems, devices, sensors, cameras, access-control systems, door locks, building controls, APIs, and emergency procedures.

7.2 Vendor does not control and is not responsible for Customer Environment or Third-Party Services. Vendor does not warrant their availability, reliability, latency, coverage, capacity, power, security, interoperability, configuration, legal compliance, or continued operation.

7.3 You are solely responsible for procuring, maintaining, securing, monitoring, licensing, and testing all Customer Environment and Third-Party Services required for StaffAlerter to function as you intend. Vendor is not liable for any outage, degradation, delay, filtering, throttling, blocking, incompatibility, service change, provider action, carrier action, governmental action, or failure of any Customer Environment or Third-Party Service.

8 High-Risk and Prohibited Uses

8.1 The StaffAlerter Products are not designed, licensed, or warranted for use as life support, medical diagnosis or treatment, aviation, aircraft, air traffic control, nuclear facility, weapons system, military command, space system, direct life-safety system, statutory alarm monitoring service, E911 service, public safety answering point, or any application where failure could directly lead to death, personal injury, catastrophic property damage, or environmental harm, unless Vendor expressly agrees in a signed writing that specifically identifies such use.

8.2 If you use the StaffAlerter Products in connection with any safety, security, emergency, lockdown, evacuation, access-control, door-control, law enforcement, school safety, workplace violence, environmental, hazardous-material, medical, or similar context, you do so solely at your own risk and remain fully responsible for all resulting legal, operational, and safety obligations.

9 Data, Privacy, Communications, and Logs

9.1 You are the controller, owner, and originator of Customer data, recipient information, message content, Configuration data, event data, and instructions submitted to or processed through StaffAlerter. You are solely responsible for lawfulness, accuracy, completeness, notices, consents, opt-ins, opt-outs, retention, content, and permissions.

9.2 You shall provide all notices and obtain all consents required for Vendor and Third-Party Services to process, transmit, call, text, email, record, store, log, or otherwise use data as necessary to provide StaffAlerter. You are solely responsible for compliance with telecommunications, privacy, recording, wiretap, emergency communications, employee notice, student notice, accessibility, and similar laws.

9.3 Logs, delivery statuses, confirmations, acknowledgments, receipts, call records, message records, and audit trails may be incomplete, delayed, inaccurate, unavailable, overwritten, deleted, or affected by third-party systems. Vendor does not warrant that logs or reports prove delivery, receipt, awareness, response, legal compliance, or operational effectiveness.

9.4 You shall not submit protected health information, payment card data, classified information, highly sensitive personal data, or other regulated data unless Vendor has expressly agreed in a signed writing to support such data.

10 Fees, Payment Terms, and Right to Suspend Service for Nonpayment

10.1 You shall pay all fees, charges, subscriptions, usage charges, device fees, hardware charges, professional services fees, support fees, renewal fees, pass-through charges, taxes, and other amounts stated in or arising under the applicable order, invoice, quote, pricing schedule, reseller order, purchase document accepted by Vendor, portal selection, subscription selection, statement of work, or other commercial arrangement accepted by Vendor (collectively, “Fees”). Unless expressly stated otherwise in an applicable order accepted by Vendor, Fees are due in advance, non-cancelable, non-refundable, and payable in U.S. dollars without deduction, withholding, counterclaim, or setoff. Any Customer purchase order or procurement document is for administrative convenience only and shall not modify this Agreement or impose additional terms unless Vendor expressly signs a written amendment identifying the terms to be modified.

10.2 Customer shall pay all Fees when due and in accordance with the payment terms agreed by the parties, stated in the applicable order, invoice, quote, portal, reseller order, or other billing arrangement accepted by Vendor. If no payment period is expressly stated, invoices are due upon receipt. Customer remains responsible for payment even if an invoice is delayed, lost, misdirected, not processed through Customer’s internal system, or requires a purchase order, vendor registration, tax form, approval workflow, or other administrative step not caused by Vendor’s failure to provide commercially reasonable billing information.

10.3 Past-due amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus all reasonable costs of collection, including attorneys’ fees, collection agency fees, court costs, and expenses. Vendor may condition future access, renewals, support, professional services, upgrades, configuration assistance, or reinstatement on payment of all past-due amounts, updated payment information, deposits, shortened payment terms, prepayment, or other commercially reasonable credit protections.

10.4 If Customer disputes an invoice in good faith, Customer must notify Vendor in writing before the invoice due date, identify the specific disputed amount and basis for the dispute, and timely pay all undisputed amounts. Failure to provide timely written notice waives the dispute to the maximum extent permitted by law. The parties shall work in good faith to resolve properly disputed amounts, but a dispute over part of an invoice does not excuse payment of undisputed Fees or Customer’s continuing obligations under this Agreement.

10.5 Subject to any shorter notice period stated in an applicable order or required by law, Vendor may suspend, disable, restrict, degrade, limit, or withhold access to all or part of the StaffAlerter Products, support, integrations, APIs, cloud portal, message delivery, administrative functions, or other services after providing notice of nonpayment, payment default, failed payment authorization, chargeback, credit impairment, or other billing default. Notice may be provided by email, invoice notation, portal notice, product notice, reseller notice, or other reasonable method. If the default is not cured within the period stated in the notice, or if no period is stated, within five (5) business days after notice, Vendor may suspend service without further notice or liability.

10.6 Vendor may also suspend immediately, with contemporaneous or prompt notice where commercially reasonable, if Vendor reasonably determines that continued service creates a legal, security, operational, fraud, chargeback, nonpayment, safety, regulatory, emergency communications, third-party provider, or platform risk; that Customer has exceeded usage limits or materially breached this Agreement; or that suspension is required by law, court order, carrier, cloud provider, payment processor, or other Third-Party Service.

10.7 Customer acknowledges that suspension, restriction, or non-renewal may prevent Alerts, notifications, escalations, device activations, integrations, logs, administrative access, or other StaffAlerter functions from operating. Customer is solely responsible for maintaining backup communication, emergency response, manual override, and alternative operational procedures during any suspension, restriction, expiration, termination, non-renewal, or payment dispute. Vendor shall not be liable for any harm, loss, emergency outcome, business interruption, failure to notify, failure to escalate, or other consequence arising from or relating to suspension, restriction, expiration, termination, or non-renewal. Fees continue to accrue during suspension unless Vendor expressly agrees otherwise in writing, and Vendor may charge reasonable reinstatement fees.

10.8 Subscriptions renew automatically for successive renewal terms unless you cancel in the manner made available by Vendor or provide written notice of non-renewal at least thirty (30) days before the renewal date, unless a different period is stated in the applicable order. Renewal Fees will be charged at Vendor’s then- current rates unless otherwise stated in an applicable order accepted by Vendor. Cancellation or non-renewal does not relieve Customer of Fees already incurred or committed.

10.9 Vendor may impose, modify, or enforce usage limits for devices, users, facilities, events, messages, calls, APIs, data, storage, bandwidth, or other usage metrics. Vendor may suspend or restrict usage that exceeds paid limits, threatens the StaffAlerter Products, violates this Agreement, creates risk, or results in excessive, abusive, or abnormal usage. Customer shall pay all overage, excess usage, carrier, telecommunications, message, and pass-through charges incurred through Customer’s use.

10.10 Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, excise, telecommunications, regulatory, emergency service, withholding, and similar taxes, duties, assessments, or charges, other than taxes based on Vendor’s net income. If Customer is required by law to withhold any amount, Customer shall gross up payment so Vendor receives the full amount invoiced, unless prohibited by law.

11 Support, Updates, Availability, and Product Changes

11.1 Vendor may provide support, updates, patches, upgrades, replacements, modifications, professional services, or configuration assistance in its discretion or as stated in an applicable order. Any such services are part of the StaffAlerter Products and are subject to this Agreement.

11.2 Vendor may modify, update, discontinue, suspend, replace, limit, or remove any feature, function, integration, API, portal, notification method, or StaffAlerter Product at any time. Vendor will use commercially reasonable efforts to avoid materially reducing paid core functionality during a prepaid subscription term, but Vendor may make changes required for security, compliance, reliability, third-party dependency, legal, operational, or product reasons.

11.3 You are responsible for reviewing release notes, testing updates, validating continued operation, and making any Customer Environment or Configuration changes required for continued use.

11.4 Vendor does not warrant uninterrupted, timely, secure, or error-free availability. Downtime, delay, latency, maintenance, carrier failures, internet failures, third-party outages, power failures, force majeure events, security events, usage limits, filtering, throttling, and other interruptions may occur.

12 Ownership; Feedback; Trademarks

12.1 Vendor and its licensors own all right, title, and interest in and to the StaffAlerter Products, Documentation, software, firmware, cloud services, APIs, designs, inventions, works of authorship, trademarks, trade secrets, know-how, configurations created by Vendor, and all related intellectual property.

12.2 You grant Vendor a perpetual, irrevocable, worldwide, royalty-free right to use, exploit, implement, and incorporate any suggestion, idea, enhancement request, recommendation, correction, or other feedback relating to StaffAlerter without restriction or compensation.

12.3 You shall not use Vendor’s trademarks, logos, product names, or branding except as expressly permitted in writing. You shall not imply that Vendor endorses your facilities, emergency plans, safety practices, products, services, or legal compliance.

12.4 Vendor may identify you as a StaffAlerter customer or user in customer lists, websites, proposals, and marketing materials, including use of your name and logo, unless you prohibit such use in a written notice to Vendor.

13 Confidentiality

13.1 Each party may receive non-public information of the other party that is marked confidential or should reasonably be understood to be confidential. The receiving party shall use such information only to perform or receive the StaffAlerter Products and shall protect it using reasonable care.

13.2 Confidentiality obligations do not apply to information that is publicly available without breach, already known without restriction, independently developed without use of confidential information, rightfully received from a third party without restriction, or approved for disclosure by the disclosing party.

13.3 A party may disclose confidential information to the extent required by law, subpoena, court order, or government demand, provided that the party gives prompt notice where legally permitted and cooperates in reasonable protective efforts.

14 Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE STAFFALERTER PRODUCTS ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WHERE IS,” “WITH ALL FAULTS,” AND WITHOUT WARRANTY OF ANY KIND.

14.1 Vendor disclaims all express, implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, reliability, security, interoperability, quiet enjoyment, and uninterrupted or error-free operation.

14.2 Without limiting the foregoing, Vendor does not warrant that the StaffAlerter Products will detect any event, prevent any harm, reduce any damage, notify any person, reach any emergency service, lock or unlock any door, activate any device, escalate any response, produce any intended result, satisfy any law or standard, or be appropriate for any safety, security, emergency, school, workplace, healthcare, governmental, regulated, or high-risk use.

14.3 Any statements, demonstrations, brochures, proposals, configuration assistance, support, training, recommendations, or examples provided by Vendor are illustrative only and do not create any warranty, guarantee, professional advice, safety certification, regulatory assurance, or assumption of responsibility.

15 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENDOR IS NOT LIABLE FOR EMERGENCY OUTCOMES, CONFIGURATION OUTCOMES, ESCALATION OUTCOMES, COMMUNICATION FAILURES, THIRD-PARTY FAILURES, CUSTOMER ENVIRONMENT FAILURES, OR ANY INJURY, DEATH, PROPERTY DAMAGE, BUSINESS LOSS, FAILURE TO WARN, FAILURE TO NOTIFY, FAILURE TO ESCALATE, FAILURE TO RESPOND, OR FAILURE OF ANY SAFETY OR SECURITY PROCESS.

15.1 To the maximum extent permitted by law, Vendor and its affiliates, licensors, suppliers, resellers, distributors, dealers, officers, directors, employees, contractors, and agents shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, enhanced, reliance, cover, lost profit, lost revenue, lost savings, lost data, reputational, business interruption, personal injury, death, property damage, emergency response, failure-to-warn, failure-to-notify, failure-to-escalate, failure-to-rescue, failure-to-prevent, or similar damages, whether based in contract, tort, negligence, strict liability, warranty, statute, equity, or any other theory.

15.2 To the maximum extent permitted by law, Vendor’s total aggregate liability arising out of or relating to this Agreement, the StaffAlerter Products, any order, any support, any professional services, any configuration assistance, or any use or inability to use StaffAlerter shall not exceed the greater of: (a) fees actually paid to Vendor by you for the affected StaffAlerter Product during the three (3) months immediately preceding the event giving rise to liability; or (b) one hundred dollars (US $100).

15.3 The limitations apply even if any remedy fails of its essential purpose and even if Vendor was advised of the possibility of damages. The limitations apply to all claims in the aggregate and are not cumulative. Multiple incidents, claims, users, facilities, devices, alerts, orders, or subscriptions do not increase the liability cap.

15.4 You acknowledge that Vendor is not an insurer of your persons, property, operations, facilities, emergency response, or legal compliance; that you are responsible for insurance and risk management; that StaffAlerter fees are based on this allocation of risk; and that Vendor would not provide StaffAlerter without these limitations.

15.5 Some jurisdictions do not allow certain exclusions or limitations. In such jurisdictions, Vendor’s liability is limited to the maximum extent permitted by applicable law.

16 Customer Indemnification

16.1 You shall defend, indemnify, and hold harmless Vendor and its affiliates, licensors, suppliers, resellers, distributors, dealers, officers, directors, employees, contractors, and agents from and against all claims, demands, actions, investigations, losses, liabilities, damages, settlements, judgments, fines, penalties, costs, and expenses, including attorneys’ fees, arising out of or relating to: (a) your use or inability to use StaffAlerter; (b) any Emergency Event; (c) any Alert, non-Alert, escalation, non-escalation, response, non-response, configuration, test, drill, training, or emergency plan; (d) Customer Environment or Third-Party Services; (e) your data, message content, recipient lists, or instructions; (f) your breach of this Agreement; (g) violation of law or third-party rights; (h) personal injury, death, property damage, failure to warn, failure to notify, failure to escalate, failure to respond, or failure to prevent harm; or (i) use by your administrators, employees, contractors, agents, recipients, dealers, resellers, installers, integrators, or end users.

16.2 Vendor may participate in the defense with counsel of its choosing at your expense where Vendor reasonably determines that the claim creates a conflict, risk of injunctive relief, reputational risk, public safety risk, or risk beyond your ability to defend.

17 Vendor Intellectual Property Indemnity

17.1 If you have a paid subscription and are not in breach, Vendor will defend you against a third-party claim alleging that the unmodified StaffAlerter software, as provided by Vendor and used in accordance with this Agreement, directly infringes a United States patent, copyright, or trade secret. Vendor will pay final damages awarded or settlement amounts approved by Vendor.

17.2 Vendor has no obligation for claims arising from: (a) Customer Environment or Third-Party Services; (b) Customer data, Configuration, specifications, or instructions; (c) combinations not supplied by Vendor; (d) modifications not made by Vendor; (e) failure to use updates; (f) unauthorized use; or (g) free, trial, beta, evaluation, or proof-of-concept use.

17.3 Vendor may, at its option, procure continued use, modify or replace the affected StaffAlerter Product, or terminate the affected subscription and refund prepaid unused fees for the terminated portion. This Section states your exclusive remedy and Vendor’s entire liability for intellectual property claims.

18 Term, Suspension, and Termination

18.1 This Agreement begins when accepted and continues until terminated or until all subscriptions, orders, and authorized use periods expire.

18.2 Vendor may suspend, restrict, or terminate this Agreement, any order, or access to any StaffAlerter Product as provided in Section 10, immediately where this Agreement permits immediate suspension, or otherwise after providing notice and an opportunity to cure if required by the applicable order, this Agreement, or law. Without limiting Section 10, suspension, restriction, or termination may occur if you breach this Agreement, fail to pay, create risk, violate law, infringe rights, exceed limits, misuse StaffAlerter, compromise security, interfere with Third-Party Services, or engage in conduct that Vendor reasonably determines may harm Vendor, the StaffAlerter Products, other customers, Third-Party Services, or any person or property.

18.3 You may terminate use by ceasing all use and providing written notice, but termination does not relieve you of payment obligations or entitle you to refunds unless expressly stated in an order or required by law.

18.4 Upon termination, all licenses end, and you shall cease all use, uninstall or deactivate StaffAlerter Products as applicable, return or destroy Vendor confidential information, and pay all outstanding amounts. Sections intended by their nature to survive shall survive, including restrictions, ownership, confidentiality, disclaimers, limitations, indemnities, payment obligations, governing law, and general provisions.

19 Changes to this Agreement

19.1 Vendor may update this Agreement from time to time by posting updated terms, providing notice through the StaffAlerter Products, website, email, invoice, order, portal, or other reasonable method, or requiring renewed click-through acceptance.

19.2 Updated terms apply immediately to new users, new orders, renewals, and new subscriptions. For existing paid subscriptions, material updates will take effect at renewal or thirty (30) days after notice unless earlier acceptance is required for continued use. Continued access or use after the effective date constitutes acceptance of the updated Agreement.

19.3 If you do not agree to the updated terms, you must stop using StaffAlerter before the effective date. Your continued use is not permitted unless you accept the updated terms.

20 Government, Export, and Regulated Use

20.1 The StaffAlerter Products are commercial products and commercial computer software. Any government use is subject only to the rights expressly granted in this Agreement.

20.2 You shall comply with all export control, sanctions, anti-corruption, telecommunications, privacy, emergency communications, alarm, school safety, workplace safety, accessibility, and other laws applicable to your use of StaffAlerter. You shall not use, or permit use of, the StaffAlerter Products in embargoed countries, by sanctioned parties, or for prohibited end uses.

21 Governing Law; Forum; Time Limit

21.1 This Agreement is governed by the laws of the State of Ohio, without regard to conflict-of-law rules. The exclusive venue for any action arising out of or relating to this Agreement or the StaffAlerter Products shall be the state or federal courts located in Franklin County, Ohio, and you consent to personal jurisdiction there.

21.2 Any claim arising out of or relating to this Agreement or the StaffAlerter Products must be brought within one (1) year after the claim accrues, or the claim is permanently barred, unless a shorter period is required by law or a longer period cannot be shortened by law.

21.3 To the maximum extent permitted by law, disputes must be brought only on an individual basis and not as a plaintiff or class member in any purported class, collective, consolidated, representative, or private attorney general proceeding.

22 General

22.1 The parties are independent contractors. This Agreement does not create an agency, partnership, franchise, fiduciary, employment, joint venture, insurer-insured, alarm-company-customer, emergency-provider-customer, public-safety, or special relationship.

22.2 Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, disasters, war, terrorism, labor disputes, civil unrest, government action, epidemics, power failures, utility failures, internet failures, carrier failures, third-party service failures, cyberattacks, supply shortages, or emergency conditions.

22.3 You may not assign this Agreement without Vendor’s prior written consent. Vendor may assign this Agreement to an affiliate or in connection with a merger, reorganization, sale of assets, financing, or change of control.

22.4 If any provision is unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in effect. Failure to enforce any provision is not a waiver.

22.5 This Agreement, together with any applicable order, is the entire agreement regarding the StaffAlerter Products and supersedes all prior or contemporaneous proposals, statements, representations, terms, and agreements regarding its subject matter. Any purchase order terms, procurement terms, vendor portal terms, or other customer terms are rejected and have no effect unless signed by Vendor in a separate writing expressly amending this Agreement.

22.6 Headings are for convenience only. The words “including” and “includes” mean “including without limitation.” This Agreement will be interpreted without regard to any presumption against the drafter.