Terms of Use & Online Code of Conduct

Command and Control Interface & A.I.

Last Updated: May 9, 2024

In AlertWest, Inc.'s ("ALERTWest", "we" "us" or "our") efforts to support a broad community of individuals involved in the prevention, monitoring, and suppression of wildfires and other natural disasters, we have created these Terms of Use and Online Code of Conduct ("Terms"). Our intent is to support collaborative and productive interaction and monitoring, while protecting community members' privacy, rights and safety. Questions regarding these Terms should be directed to support@ALERTWest.org.

These Terms are a legally binding agreement between you as the user and AlertWest, Inc., as well as all their affiliates including DigitalPath, Inc. and other subsidiaries (collectively, "ALERT Parties"). These Terms along with the Privacy Policy available at https://alertwest.live/privacy-policy govern your access to and use of the website, https://alertwest.live/, along with other websites displaying content generated by ALERT Parties (the "Websites") and all other websites that include a link to these Terms, including but not limited to any accessible software or services provided through the websites (collectively, the "Sites and Services"). Please read these Terms carefully before accessing and utilizing the features in The Sites and Services. In the event you receive notifications of Anomalies (as defined below) and/or any other digital communications from ALERT Parties, those communications shall be governed by these Terms as well.

By accessing, visiting, or otherwise connecting to the Sites and Services, you represent that you have read, understood, and agree to be bound by these Terms. If you do not agree to any of these Terms, you may not use the Sites and Services.

These Terms contain a binding arbitration agreement which limits your rights to bring an action in court, bring a class action, and have disputes decided by a judge or jury, as well as provisions that limit our liability to you.

Revision of Sites and Stoppage. Alert Parties reserve the right to change or modify these Terms in their sole discretion at any time. Any change or modification to these Terms will be effective immediately upon updating these Terms. For any material changes to these Terms, we will take reasonable steps to notify you of such changes. In all cases, your continued use of the Sites and Services after publication of such modifications constitutes a binding acceptance of these modified Terms. ALERT Parties reserves the right to modify, terminate, and suspend the operation of The Sites and Services or any portion of The Sites and Services, without notice or liability, at any time and for any or no reason in its sole and absolute discretion.

If you are an individual accessing or using The Sites and Services on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated ("Organization"), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to "you" and "your" in these Terms will refer to both the individual using the Sites and Services and to any such Organization. By continuing to access or use the Sites and Services, you agree that your use of The Sites and Services is legally sufficient consideration under these Terms.

Suspension and or Termination. User access is a privilege and may be revoked at any time under the discretion of an ALERT Parties administrator. ALERT Parties reserves the right to terminate any user or deny access to a potential user in ALERT Parties sole discretion. If you do not qualify to use the Sites and Services under these Terms or do not agree to these Terms, you may not use The Sites and Services.

1. DEFINITIONS & USAGE

1.1.  Intellectual Property or IP - means any and all intellectual property and industrial property, and all related rights, interests, and protections, however arising, pursuant to the laws of any jurisdiction throughout the world, all registrations, applications for registration, and renewals of such rights, and the goodwill connected with the use of and symbolized by any of the foregoing, including any and all: inventions, technology, and other confidential and proprietary information, whether or not patentable; and patents (including all reissues, divisionals, continuations, continuations-in-part, and extensions thereof); branding, logos, service marks and trademarks; copyrights and works of authorship; mask works and mask work rights; confidential information, commercial secrets, trade secrets and know-how; Software, databases and algorithms; extensions, enhancements, improvements or derivative works; domain names and web presence; advertising and promotional material; moral rights; industrial designs and tangible and intangible representations and manifestations of the foregoing.

1.2.  Intellectual Property (or IP) Rights - All worldwide intellectual property and intellectual property rights, and similar rights arising from or associated with the following, whether protected, created, or arising under the laws of the United States or any other jurisdiction, including: Patents, copyrights, trademarks, trade secrets, trade dress, mask works, moral rights, processes, techniques, designs, rights of attribution or integrity, domain names, URLs and other Internet addresses or identifiers, websites and website content, social media accounts, software, or other intellectual or industrial property rights or proprietary rights and all other intellectual property and intellectual property rights of any kind or nature now known or hereafter recognized in any jurisdiction worldwide; all goodwill associated with any of the foregoing; all proceeds, income, royalties, damages and payment now or hereafter due and/or payable under any of the foregoing, including damages or payments for past or future infringements for any of the foregoing; and all rights to assert, defend and exclude others from appropriating any of such intellectual property, including the right to sue for and remedies against past, present and future infringements of any or all of the foregoing and rights of priority and protection of interests therein. ALERT Parties Intellectual Property Rights are further defined in Section 8.

1.3.  Software - The computer programs, machine learning models, Artificial Intelligence models, source code, source code listings, object code listings, design details, algorithms, processes, flow charts, formulae, and related material that would enable the software to be reproduced, recreated, or recompiled in whatever form or media, including the tangible media upon which such items are recorded or printed, together with all versions, corrections, improvements, derivatives, updates and releases thereof.

1.4.  Camera Sponsors - An individual or entity that provides funding for the installation and/or operation of one or more cameras and/or an individual or entity that provides a location to install one or more cameras.

1.5.  Command & Control - The centralized software infrastructure of ALERT Parties that facilitates real-time viewing of camera feeds, enhancing situational awareness for effective response coordination, including data acquisition, analysis, communication, and camera control.

1.6.  Artificial Intelligence Anomaly Detection Software ("AI") - The computational algorithms utilized within the Sites and Services for data analysis, pattern recognition, and decision-making, including the red box feature, which identifies Anomalies associated with potential smoke signatures indicative of a fire.

1.7.  Anomalies - Unconfirmed potential hazards, generated by the Software and sent to Organization's Authorized Users for their assessment in determining the presence of an actionable event. Anomalies are not confirmed fires or other threats and should not be acted on without third-party professional assessment.

1.8.  Data - The camera images, video and or other data available through the Sites and Services.

2. USER ACCESS RESTRICTION AND PERSONAL INFORMATION

2.1.  ALERT Parties Command & Control Software, AI, and other Software are part of The Sites and Services. A user from the general public shall have access to the public facing Websites. Other parts of the Sites and Services require access authorization from ALERT Parties and should only be accessed by those with an immediate involvement in the prevention, monitoring, suppression and recovery efforts of emergency situations and other natural disasters. Any user who has not been approved for access will be removed from the system. Any user who is no longer associated with an Organization approved by an ALERT Parties administrator should not access the system and will be automatically removed from the system upon discovery.

2.2.  Certain specific information that references individual Organizations and/or individual names provided by you to us may be posted on the Sites and Services. By posting such information on publicly accessible pages, you agree that ALERT Parties is not responsible or liable to you or any third party as a result of disclosing such information. ALERT Parties reserves the right to remove any user or system posted content from any of the Sites and Services in its sole discretion.

3. TERMS OF USE. You agree, represent, and warrant that:

3.1.  you will not violate these Terms or use the Sites and Services to violate the rights of any third party such as copyright or trademark rights;

3.2.  you are 18 years of age or older and have all requisite rights and authority to use the Sites and Services and to enter into these Terms;

3.3.  you will not post to or transmit through the Sites and Services any sensitive personal information about yourself or third parties, such as social security, credit card or bank account numbers, health or medical information, or other information concerning personal matters, unless specifically requested by us in writing;

3.4.  you will copy information from the Sites and Services only in accordance with the purposes specified in these Terms, unless you or the Organization you are affiliated with has entered into a separate agreement with ALERT Parties ("MSA");

3.5.  you will not use the Sites and Services for the purpose of obtaining information in order to create your own business or site offering the same or substantially the same products or services unless expressly allowed in an MSA;

3.6.  you will not "Screen Scrape" or pull Data for use in a 3rd party system unless expressly allowed in an MSA;

3.7.  you will not otherwise reproduce, modify, distribute, display, or provide access to the Sites and Services or its content unless expressly allowed in an MSA;

3.8.  you will not create derivative works from, decompile, disassemble, reverse engineer, or otherwise attempt to derive the method of operation or any portion of the Sites and Services;

3.9.  you agree to grant to ALERT Parties a worldwide, perpetual, royalty free, non-exclusive, fully transferable, and sublicensable license to use, retain, disclose, reproduce, distribute, modify, make and incorporate into its Sites and Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or relating to the operation of the Sites and Services;

3.10. you will not upload to or distribute through the Sites and Services any binary code, macros or other executable code, or any file that contains any viruses, trojan horses or other components designed to commandeer, limit, or harm the functionality of a computer or other electronic system;

3.11. if you use the Sites and Services in your capacity as an employee, owner, or otherwise as an agent of another person, you agree on behalf of yourself and such person or Organization, jointly and severally, to be bound by these Terms;

3.12. you will not record, process, or mine information about other users, or access, retrieve, or index any portion of the Sites and Services;

3.13. you will not access or use the Sites and Services in any manner that could damage, disable, overburden, place an unreasonable load on, interfere, or attempt to interfere with the proper working of, or impair the Sites and Services, its computer systems or networks, or the hosting of the Sites and Services;

3.14. you will not attempt to gain unauthorized access to any parts of the Sites and Services or any of the Sites and Services computer systems or networks;

3.15. you will not give access (including sharing login information) to any parts of the Sites and Services or any of the Sites and Services computer systems or networks without authorization from ALERT Parties;

3.16. you will not use the Sites and Services in any way that is unlawful, or harms ALERT Parties' business;

3.17. you will not charge any person for access to any portion of the Sites and Services or any information on The Sites and Services;

3.18. you will not post, upload, share (including the forwarding of alerts), transmit, distribute, facilitate distribution of, or otherwise make available to others or through The Sites and Services any content that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising;

3.19. you will not engage in "framing" or "mirroring", or otherwise simulate the appearance or functionality of the Sites and Services; and

3.20. you will not assist or permit any persons in violating these Terms or other applicable laws or rules governing the use of the Sites and Services.

In the event you are found to be in violation of these Terms, ALERT Parties reserve the right to take immediate action, including temporarily pausing or terminating your account. ALERT Parties may then inform any Organization you are affiliated with of the situation and allow them to assess and determine the appropriate course of action. This may involve either restoring your access or communicating the reasons for permanently restricting your access to the Sites and Services.

4. SERVICES WARRANTIES. Disclaimer of Sites and Services Warranty "As Is" - NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, THE SITES AND SERVICES, INCLUDING, WITHOUT LIMITATION, ALL WEBSITES, CONTENT, FUNCTIONS AND MATERIALS, ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALERTWEST DOES NOT WARRANT THAT THE SITES AND SERVICES AND ALL WEBSITES, CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. ALERT PARTIES MAKES NO WARRANTY THAT THE SITES AND SERVICES WILL MEET YOUR REQUIREMENTS. NO ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ALERTWEST OR THROUGH THE SITES AND SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SITES AND SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITES AND SERVICES.

5. LIMITATION OF DAMAGES AND LIABILITY

ALERT PARTIES LIMITS ITS LIABILITY FOR THE SERVICES PROVIDED, AND BY ENTERING INTO THESE TERMS, YOU RELEASE AND WAIVE THE RIGHT TO RAISE CERTAIN CLAIMS OR RECOVER CERTAIN DAMAGES. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THE FOLLOWING LIMITATIONS, RELEASES AND WAIVERS ARE A MATERIAL INDUCEMENT FOR ALERTWEST TO MAKE THE SERVICES AVAILABLE TO YOU. BY ENTERING INTO THESE TERMS, YOU REPRESENT AND WARRANT THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE DISCLOSURES, RELEASES AND LIMITATIONS OF LIABILITY SET FORTH BELOW. The limitations and releases set forth below shall apply to the fullest extent permitted under applicable law.

5.1.  Damages and Liability for Consequential Damages, ALERT PARTIES SHALL NOT BE LIABLE TO YOU, WHETHER UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF DATA OR INFORMATION OF ANY KIND OR LOSS OF PROPERTY OR LIFE), NOR ANY LOST PROFITS, REVENUES, INCOME, BUSINESS, ANTICIPATED SAVINGS, OR REPUTATION (COLLECTIVELY "CONSEQUENTIAL DAMAGES"), FOR ANY CLAIMS OR LOSSES ARISING OUT OF USE OF THE SITES AND SERVICES OR THESE TERMS.

5.2.  Limitation of Damages and Liability - Sites and Services

(a)  Disclosure regarding Software Service Limitations. The Sites and Services are meant to be an additional tool to provide you and others with better situational awareness and should not be relied on as the sole means of detecting Anomalies. The limitations associated with the Sites and Services may materially affect the performance and usage of the Sites and Services. You acknowledge that the Sites and Services exist to provide users with information to assist in identifying Anomalies that may be a fire or other threat, and that the Sites and Services are not intended to and should not be relied upon as the sole way to detect fires or threats or make decisions regarding anyone's safety, loss of life or loss of property. You acknowledge that the Sites and Services used for threat detection is still an emerging technology, and as such, is subject to errors, outages, generation of incomplete or false information, and other failures. You further acknowledge, understand and agrees that the camera and wireless technologies used in connection with the Sites and Services may not cover all areas in which a fire or other threat may emerge, and may be affected by electrical interference, weather conditions, terrain, power outages and other conditions that may render them unusable or unreliable. The Sites and Services are meant to be an additional tool to provide you and others with better situational awareness and should not be relied on as the sole means of detecting threats or fires. It is your responsibility to evaluate the Anomalies and determine the course of action to take, if any.

(b)  Release and Limitations of Liability for Sites and Services. As such and as further set forth in this Section 5.2, ALERTWest or ALERTWest's affiliates, agents, employees, officers, directors, contractors, subcontractors, or representatives ("ALERTWest Parties") shall have no liability to you or any other person for Losses (as defined in Section 6.1) and you hereby waive, release and discharge ALERTWest Parties from any responsibility or liability for any Losses arising out of or related to any fire not directly caused by ALERTWest Parties, including but not limited to fires caused by nature, arson, third parties, you or your Organization, any threat or fire undetected or unreported or incorrectly reported by the Sites and Services for any reason, including false reports of any threat or fire, inaccurate threat or fire locations identified by the Sites and Services, delayed or undelivered alerts or any other situation where a threat exists or an incident has occurred (collectively, "Non-ALERTWest Fires"). You acknowledge and agree that it is important for you to independently assess and determine the appropriate actions to take, or not to take, in any given situation.

(c)  YOU FURTHER ACKNOWLEDGE AND AGREE, THAT BY YOUR USE OF THE SITES AND SERVICES, SUCH USE IS AT YOUR SOLE RISK AND IN NO EVENT SHALL ALERTWEST PARTIES OR ANY OF THE CAMERA SPONSORS BE LIABLE FOR LOSSES RELATED TO (I) THE SITES AND SERVICES OR (II) THE UNAVAILABILITY OR NON-OPERATION OF ANY CAMERA(S) ("CAMERA INOPERABILITY") UNDER ANY SECTION OF THESE TERMS FOR ANY CONSEQUENTIAL DAMAGES

(d)  NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, IN NO EVENT WILL ALERTWEST PARTIES AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SITES AND SERVICES, CAMERA INOPERABILITY OR THESE TERMS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES PAID BY YOU TO ALERTWEST PARTIES FOR THE SITES AND SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO THE CLAIM OR TO THE EXTENT TWELVE (12) MONTHS HAVE NOT YET ELAPSED, THEN THE MONTHLY FEES PAID TO DATE OR IN THE EVENT NO FEES HAVE BEEN PAID, THEN THE SUM OF $1.00. ALERTWEST PARTIES SHALL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION ON LIABILITY FOR NEGLIGENCE THAT CAUSES DEATH OR PERSONAL INJURY AND, IN SUCH JURISDICTIONS; ALERT PARTIES' LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

6. INDEMNITY

6.1.  Indemnity. You will defend, indemnify, and hold harmless ALERT Parties, their affiliates, and the current, future and former officers, directors, employees, agents, successors, and assigns of each of the foregoing from and against any and all claims, damages, fines, penalties, expenses (including reasonable attorneys' fees) or other losses (collectively, "Losses") arising out of or relating to (i) your use of the Sites and Services, (ii) these Terms and (iii) any information that you or any of your representatives submits, transmits, discloses to a third party or makes available through the Sites and Services, related to any threat or fire undetected or unreported by the Sites and Services for any reason (including undetected or unreported threats or fires due to network or camera outages), false reports of any threat or fire, inaccurate threat or fire locations identified by the Sites and Services (including delayed or undelivered alerts related to network or camera outages).

6.2.  To receive the indemnities contained herein, the indemnified party ("Indemnitee") shall promptly notify, in writing, the indemnifying party ("Indemnitor") of any claim with respect to which it seeks indemnity and provide reasonable cooperation (at the Indemnitor's request and expense) and full authority to defend or settle the claim. If it so elects within a reasonable time after receipt of such notice, the Indemnitor may assume the defense of such claim, with counsel reasonably satisfactory to the Indemnitee, and shall pay the fees and costs of such counsel related to such proceeding. In any such proceeding, the Indemnitee shall have the right to retain its own counsel, but the reasonable fees and costs of such counsel shall be at the expense of Indemnitee, unless (i) Indemnitor declines or fails to provide satisfactory counsel to represent Indemnitee; (ii) Indemnitor and Indemnitee agree that Indemnitee should manage its own defense, including retention of counsel; or (iii) Indemnitor and Indemnity are both named parties in the relevant proceeding, and representation of both parties by the same counsel would be a conflict of interest. The Indemnitor shall not be liable for any settlement of any claim without its written consent, but if settled with such consent or if there is a final judgment against Indemnitee, Indemnitor agrees to promptly satisfy the settlement or judgment on Indemnitee's behalf. Indemnitor shall not, without Indemnitee's written consent, agree to any settlement that (a) involves any admission of guilt or illegal conduct by Indemnitee; (b) releases any claim(s) of Indemnitee; (c) has any adverse effect on any other claim(s) that have been or may be made against Indemnitee; or (d) does not include a full release of Indemnitees from all liability for claims that are the subject of such proceeding.

7. DATA AND SITE OWNERSHIP DATA

7.1.  All Data is the property of ALERT Parties or other entity that ALERT Parties has contracted with. Unless you or an organization has entered into an MSA that grants rights to the Data, you have no license to use, retain, disclose, process, reproduce, distribute or modify any Data displayed or provided through the Sites and Services.

8. INTELLECTUAL PROPERTY OWNERSHIP

8.1. ALERT Parties Ownership of Intellectual Property - Notwithstanding anything in these Terms, ALERT Parties retains all right, title and interest in and to its' software, technology, websites and other Intellectual Property and/or any extensions, enhancements, derivative works (as defined in 17 U.S.C. § 101), improvements, or any other further developments to any of the foregoing, pursuant to ALERT Parties performance of these Terms, or outside of the scope of the Services, and all Intellectual Property Rights embodied therein or arising therefrom (collectively, "ALERTWest Technology"). All rights in ALERTWest Technology are expressly reserved by ALERT Parties, and ALERT Parties are only allowing you to access and use certain aspects of the ALERTWest Technology for the express purposes set forth in these Terms. Except as specifically set forth in these Terms, ALERTWest Technology is not under any circumstances being granted, licensed, or sold to you or your Organization. In the event any ownership rights in the ALERTWest Technology are deemed to vest in you by operation of law or otherwise, you shall assign and hereby assign, and shall cause any of your applicable Organizations' personnel to assign, and such personnel hereby assign to ALERTWest, all right, title and interest in and to the applicable ALERTWest Technology, and shall take such further actions and sign such additional documents, as may be reasonably requested by ALERTWest to effectuate and evidence such assignment.

8.2. Other Intellectual Property - The Sites and Services provided by ALERT Parties do not require the use of your Intellectual Property or any data provided by you. You shall not provide any Intellectual Property, customer information, highly sensitive information or other data that requires an elevated level of security or handling beyond what is provided in these Terms to ALERT Parties unless agreed to in an MSA. In the event you make Intellectual Property available to ALERT Parties, and ALERT Parties agrees in writing to accept your Intellectual Property, you shall retain all rights, title and interest to the Intellectual Property made available to ALERT Parties, provided that you properly disclose and describe your Intellectual Property and Intellectual Property Rights prior to making them available to ALERTWest Parties. To the extent that you provide Intellectual Property to ALERT Parties as provided for in this Section 8.2, you shall grant to ALERT Parties a royalty-free license to use such Intellectual Property for the purposes for which it is provided.

9. LAWS & REGULATIONS

9.1.  Governing Law, Jurisdiction & Venue - These Terms hereunder are made under and shall be governed by and construed in accordance with the laws of the State of California without regard to choice of law principles. Any dispute arising out of these Terms, however defined, shall be brought in the County of Sacramento, State of California and each party agrees and irrevocably consents to the exercise of personal jurisdiction by such courts and waives any right to plead, claim or allege that the County of Sacramento, State of California is an inconvenient forum or improper venue. Except for claims or disputes related to a party's Intellectual Property and/or Confidential information, the parties agree to arbitrate all disputes. Any arbitration under these terms will be on an individual basis; class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not permitted. You acknowledge that you are waiving your rights to have your case decided by a jury and to participate in a class action against ALERT Parties, and that you have read and understand this clause. The arbitration shall be pursuant to the commercial arbitration rules of JAMS (Judicial Arbitration and Mediation Services), in accordance with the JAMS Streamlined Arbitration Rules and Procedures, in which case the parties agree that the arbitration shall take place in the County of Sacramento, State of California. If there is a dispute between the Parties and either Party institutes a lawsuit, arbitration, mediation, or other proceeding to enforce, declare or interpret the meaning of these Terms, the prevailing party shall be awarded its reasonable attorneys' fees and costs. No rights or remedies herein conferred upon or reserved to either party are intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy under these Terms or under applicable law. Unless otherwise required by law, an action or proceeding by either party relating to any dispute must commence within one (1) year after the cause of action accrues or becomes known.

9.2.  Injunctive Relief - You acknowledges that a breach of the provisions hereof regarding ALERT Parties Intellectual Property and/or confidential information would cause irreparable harm to ALERT Parties, which could not adequately be compensated by money damages. Therefore, the parties agree that in the event of a breach or threatened breach of any such provision, the non-breaching party shall, in addition to the other remedies available to it hereunder or at law, have the right to preliminary and permanent injunctive relief, without the necessity of posting bond.

10. MISCELLANEOUS Non-Waiver - The failure at any time of either party to enforce any of the provisions of these Terms, or to require at any time performance by the other party of any of the provisions, shall in no way be construed to be a waiver, affect the validity, or otherwise prevent future enforcement of such provisions. Attorneys' Fees - In the event that a party institutes any legal suit, action, or proceeding, including arbitration, against the other party arising out of or relating to these Terms, the prevailing party in the suit, action, or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys' fees and expenses and court costs. Severability - If any term or provision of these Terms, or the application thereof to any person, entity, or circumstance, is found to be invalid or unenforceable, the remainder of these Terms, and its application to persons, entities, or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and shall continue in full force and effect.