Effective January 13, 2020
Welcome to the FirstTwo website located at www.firsttwo.com (the “Website”). Please read these terms of service (the “Terms”) carefully as they form a contract between you and FirstTwo, Inc., a Delaware corporation (“FirstTwo,” “we,” “us,” or “our”) that governs your access and use of the Website, services, and software provided by us (the “Services”).
1. YOUR ACCEPTANCE OF THESE TERMS
These Terms contain the terms and conditions that govern your use of the Services, as well as your rights and responsibilities with respect to the Services. Your use of the Services constitutes your acceptance and agreement to these Terms. If you do not agree with these Terms, you are prohibited from accessing the Services and must immediately discontinue using the Services. You may use the Services only in compliance with these Terms and only if you have the power to form a contract with FirstTwo and are not barred from doing so under any applicable laws or other agreements.
2. CHANGES TO THESE TERMS
FirstTwo reserves the right to add, delete, or modify any term or condition within these Terms at any time and in its sole discretion. If we make a change to any term or condition, we will notify you by posting a change notice on the Services. In the event of substantive changes to these Terms, you may be notified by email of the changes. If any modification is unacceptable to you, you must immediately stop using the Services. Your continued use of the Services following notice of a change in the Terms will constitute your binding acceptance of the change.
3. REGISTRATION
To obtain access to the Services beyond navigating the Website, you must create an account with FirstTwo by completing a registration form. (become a “Registered User”). Only employees of public safety agencies, such as police or fire departments, may become Registered Users. During registration you must provide us with the name of your employer and your contact information (such as your full name and your work email address). By submitting your registration form, you are representing that you are a current employee of the public safety agency you provide.
All registration information you supply must be complete and accurate. You are required to maintain and update this information to ensure it is always complete and accurate. You may not share your account credentials with anyone. You alone are responsible for maintaining the confidentiality of your account and its password, and you are fully responsible for all activities that occur under your account. You agree to notify FirstTwo immediately if you discover or suspect any unauthorized use of your password or account. Please be aware that FirstTwo reserves the right, in its sole discretion, to deactivate, change and/or require you to change your FirstTwo username or password at any time and for any reason.
If you are using the Services pursuant to an agreement your employer or organization has with us, these Terms are incorporated into and are a part of that agreement. In the event there is any inconsistency between these Terms and the terms of such agreement, that agreement will control.
4. USING THE SERVICES
4.1 License Grant
Subject to your compliance with these Terms, FirstTwo hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license solely to access and use the Services exclusively for official public safety agency purposes.
4.2 Restrictions
The license granted to you under these Terms is limited to the rights expressly granted herein and FirstTwo expressly reserves all other rights. No other rights are granted and any other use is expressly prohibited. You may only access and use the Services for lawful public safety purposes. Under no circumstances shall you (a) directly or indirectly, reproduce, modify, reverse engineer, deconstruct (including dumping RAM/ROM or persistent storage), translate or create any derivative work of all or any portion of the Services or otherwise attempt to access, derive or generate the source code of the Services, (b) display, disclose, make available or provide access to the Services to any third party (including by means of sharing or disclosing passwords or other log-in credentials), (c) circumvent or attempt to circumvent any password or other access-limited measures implemented by FirstTwo, (d) remove, obscure or modify any FirstTwo proprietary notices from the Services, (e) perform any action with the intent of introducing to the Services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature, (f) defame, abuse, harass, stalk, or threaten others, or (g) interfere with or disrupt the Services or the servers or networks providing the Services.
You acknowledge that FirstTwo may, without liability of any kind, limit or suspend your access to or use of the Services at any time for any reason including, but not limited to, our determination that your use violates the terms of this Section 4 or of any provision set forth in these Terms.
5. PROPRIETARY RIGHTS
5.1 Ownership
FirstTwo and its licensors own and shall retain all right, title and interest in and to the Services, all modifications and improvements thereto (including any made by or with your participation), and all intellectual property rights therein (collectively, “Our Property”). You hereby irrevocably and unconditionally assign any and all rights you may have in Our Property to us. You covenant not to challenge FirstTwo’s exclusive ownership of Our Property or directly or indirectly assert any rights inconsistent with FirstTwo’s exclusive ownership thereof.
5.2 License to Use Your Content
The Services allow (or may in the future allow) you to select, input, and share information (“Your Content”) in connection with using the Services as a Registered User. While you will remain sole owner of Your Content, by agreeing to these Terms, you hereby grant us a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Your Content, but only as reasonably necessary to provide you and your public safety agency the Services. Further, to the extent any of Your Content contains personal information, such information will be subject to the FirstTwo Privacy Policy available at https://www.firsttwo.com/privacy, which is incorporated into these Terms by this reference.
5.3 Your Ownership
You retain all of your rights, title and interest in and to Your Content, subject to any rights of third parties. You represent and warrant that you have all necessary rights and authorizations to use Your Content. You further represent and warrant that, in your use of the Services, you (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other legal right of any third party; (ii) will comply with all applicable laws, rules, and regulations; and (iii) have the full power and authority to enter into and perform your obligations under these Terms.
6. MODIFICATION OF THE SERVICES
FirstTwo reserves the right to modify the content, organization or structure of the Services, and may change, suspend, or discontinue any aspect of the Services at any time either at no cost or subject to additional fees. FirstTwo shall have complete discretion over the features, functions, and other terms and conditions on which the Services are offered. Notwithstanding anything else contained in these Terms, we will have no obligation to continue making the Services available, to produce or release new versions of the Services or any updates thereto, or to continue offering any portion of the Service at a certain price or free of charge.
7. WARRANTY DISCLAIMER
THE SERVICES INCLUDE OR INCORPORATE DATA PROVIDED BY THIRD PARTIES THAT MAY BE INACCURATE, INCOMPLETE OR OUT OF DATE. FIRSTTWO DOES NOT VERIFY OR WARRANT THE ACCURACY OF ANY DATA USED IN THE SERVICES AND YOU AGREE THAT FIRSTTWO IS NOT RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS OF SUCH DATA. FIRSTTWO PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. FIRSTTWO DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR THEIR USE (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. FIRSTTWO MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TERMS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON INFRINGEMENT.
8. LIMITATION OF LIABILITY
FIRSTTWO WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE USE OF THE SERVICE OR THESE TERMS, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A BREACH OF A PARTY’S REPRESENTATIONS AND WARRANTIES UNDER THESE TERMS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THESE TERMS, THE AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO FIRSTTWO IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY.
9. INDEMNIFICATION UNDER CERTAIN CIRCUMSTANCES
You will indemnify and hold FirstTwo, its directors, officers, employees, agents and licensors harmless with respect to any damage, loss, expense, suit or claim, including attorneys’ fees and costs (collectively, a “Claim”) arising out of (i) any unauthorized use of the Services, or (ii) your breach of these Terms, including but not limited to, any breach of your representations in Section 5.3 above or any infringement by you of any third party intellectual property right. If you are required to indemnify us under this section, we will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without our express written permission.
10. DISABLING YOUR ACCOUNT
You may disable your FirstTwo account for any reason at any time by sending a request to support@firsttwo.com. FirstTwo may suspend, limit your access to, or terminate your use of the Services at any time, with or without cause, in its sole discretion. Notwithstanding this section, these Terms will survive indefinitely unless and until we choose to terminate these Terms.
11. NOTICES
Except as otherwise set forth herein, all notices under these Terms will be by email. Notices to FirstTwo will be sent to legal@firsttwo.com. A notice will be deemed to have been duly given the day after it is sent via email.
12. DISPUTE RESOLUTION
12.1 Arbitration
Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
12.2 Class Action Waiver
Any dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general action, unless both you and FirstTwo specifically agree to do so in writing following initiation of arbitration. This provision is not applicable to the extent such waiver is prohibited by law.
12.3 Right to Opt Out of Class Action Waiver and Binding Arbitration
IF YOU DO NOT WISH TO BE BOUND BY THE CLASS ACTION WAIVER OR INDIVIDUAL ARBITRATION PROVISIONS IN THIS SECTION 12, YOU MUST NOTIFY FIRSTTWO IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THESE TERMS UNLESS A LONGER PERIOD IS REQUIRED BY LAW.
YOUR WRITTEN NOTIFICATION MUST BE MAILED TO 1 Blackfield Drive #242 Tiburon, CA 94920 OR SENT TO LEGAL@FIRSTTWO.COM, WITH “ARBITRATION” AS THE SUBJECT LINE AND MUST INCLUDE: (i) YOUR NAME, (ii) YOUR ADDRESS, (iii) YOUR FIRSTTWO USERNAME, IF YOU HAVE ONE, AND (iv) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH FIRSTTWO THROUGH INDIVIDUAL ARBITRATION.
13. THIRD PARTY SERVICES
The Services allow you to select and input information and data in connection with and through certain third party services and platforms (“Third Party Services”). In addition, the Services allow you to access Third Party Services using the Services to post, link, or message users of Third Party Services or otherwise act on a wide variety of information accessed by the Services and originating from Third Party Services. These Third Party Services may include but are not limited to payment processing or map display. FIRSTTWO DOES NOT CONTROL THOSE THIRD PARTIES OR THE SERVICES PROVIDED, AND YOU AGREE THAT FIRSTTWO WILL NOT BE LIABLE TO YOU IN ANY WAY FOR YOUR USE OF SUCH THIRD PARTY SERVICES.
Please be aware that Third Party Services may have their own terms of service and other policies. When you use those Third Party Services, you must comply with such terms and policies, as well as these Terms. If any such terms or policies conflict with these Terms, or other FirstTwo agreements or policies, you must comply with these Terms and any other FirstTwo agreements, or policies, as applicable.
14. MISCELLANEOUS
These Terms will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of California without reference to conflict of law principles. These Terms (including all of the policies and other Agreements described in these Terms, which are incorporated herein by this reference) contain all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power, or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or privilege preclude any other or further exercise of any such right, power, or privilege. You and FirstTwo are independent entities, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision of these Terms, all of which will remain in full force and effect. The headings used throughout these Terms are merely descriptive and not operative and have no legal or contractual effect.
15. COMMENTS AND QUESTIONS
If you have any comments or questions, you may address them to FirstTwo, Inc., 1 Blackfield Drive #242 Tiburon, CA 94920, or via email to support@firsttwo.com.