Terms & Conditions

1.             DEFINITIONS

In addition to such definitions as are included in this Agreement, the following terms shall have the meanings provided herein.

“Affiliate” of a Party means (1) any corporation, partnership, trust or other entity controlling, controlled by or under common control with such Party; (2) any executive officer, director, trustee or general partner of any Party described in (1) above; or (3) any spouse, lineal ancestor, lineal descendant or member of the household of such Party. For purposes of this definition, the term “control” shall mean the control or ownership of fifty percent (50%) or more of the voting securities in the Party referred to.

“Cause” means a violation of these T&Cs.

“Designated Information” means such Personal Documents as the Subscriber may choose to make available to a particular Designee.

“Designee” means a Person chosen by a Subscriber to receive Designated Information upon release by the Site.

“Documentation” means any websites, manuals, videos, documentation, emails and other supporting materials related to the Site that TETQ provides to you or that you can access under this Agreement, including but not limited to Subscriber Resources. Documentation is considered part of the Site.

“Emergency Alert” means a non-scheduled PING to the Subscriber and, if necessary, the Key Designee to enable a release of insurance and medical information to the appropriate Designee(s).

“Key Designee” means the Designee chosen by the Subscriber to be contacted first in the event the Subscriber is not responsive to their PING and to confirm or reset the Services, including initiating an emergency alert.

“Person” means an individual or a legal entity such as a corporation, limited liability company or trust.

“Personal Information” means the contents of your profile including names and contact information of Designees.

“PING” means a text message notification sent to a Subscriber, Key Designee or Designees to request a response.

“Recovery Period” means Sixty (60) days after the death of a Subscriber.

“Scheduled PING” means a PING which a Subscriber sets to their desired frequency (i.e., once a day, every other day, every 3 days, etc.).

“Subscriber Resources” means videos, publications, documentation, websites, apps or other benefits that are accessible only to Subscribers.

“Subscription” means the agreement by which we agree to provide the Services and you agree to pay the Subscription Fee.

“Subscription Fee” means the fee for the Subscription Plan chosen by the Subscriber.

“Subscription Plan” means the plan subscribed to in the Registration Form.

“Technology” means any software, code or device that uses or processes the foregoing, or any invention (whether or not registered).

“Your Data” means all Personal Information and Personal Documents input or uploaded to the Site by you.

2.             AGREEMENT TO BE BOUND

You agree to be bound by this Agreement by your use of the Site. If you do not agree with or do not wish to be bound by any provision hereof, cease using this Site immediately.

3.             ACCESS

    3.01         While we endeavor to ensure that the Site is available 24 hours a day, we shall not be liable if, for any reason, the Site is unavailable at any time or for any period.
    3.02         Access to the Site may be suspended temporarily and without notice in the case of a system failure, maintenance or repair or for any reasons beyond our control.
    3.03         Suspension of access to the Site will not necessarily affect the Services, which are separate and distinct from the Site.
    3.04         Any information about you that we process will be collected and processed in accordance with our privacy policy (https://staging1.itsimportant.com/privacy-policy/). By using the Site, you consent to such collection and processing.
    3.05         You may not misuse the Site (including, without limitation, by hacking).
    3.06         We will co-operate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity of or locate anyone posting any material in breach of this Agreement.

4.             CONTENT

4.01         While we endeavor to ensure that the information on the Site is correct, we do not warrant the accuracy or completeness of the material on the Site. We may make changes to the material on the Site at any time and without notice. The material on the Site may be out of date, and we make no commitment to update such material.
4.02         THE CONTENTS OF THE SITE ARE PROVIDED “AS IS,” AND WE PROVIDE NO WARRANTIES IN RESPECT OF SUCH CONTENTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TETQ DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
4.03         You are permitted to view, print and download extracts from the Site for your own use provided:
(a)     no documents or related graphics on the Site are modified in any way;
(b)     no graphics on the Site are used separately from the corresponding text; and
(c)     our copyright notices and this permission notice appear in all copies.
4.04         Unless otherwise stated, the copyright and other intellectual property rights in all material on the Site (including, without limitation, photographs and graphical images) are owned by us or our licensors. Except as agreed otherwise, any use of extracts from the Site other than in accordance with Section 4.03 is prohibited, and if you violate Section 4.03, your permission to use the Site automatically terminates and you must immediately destroy any downloaded or printed extracts from the Site.
4.05         Subject to Section 4.07, no part of the Site may be reproduced or stored on any other website or included in any public or private electronic retrieval system or service without our prior written permission.
4.06         Links to third-party websites on the Site are provided by us solely for your convenience. If you use these links, you leave the Site. We have not reviewed any of such third-party websites and do not control and are not responsible for their content, security or availability. We do not, therefore, endorse or make any representations about them, any material found on such sites or any consequences of viewing or using such websites. If you decide to access any of the third-party websites linked to the Site, you do so entirely at your own risk and agree that TETQ shall not be liable for any loss, injury and/or damages you may suffer and/or experience as a result of accessing the third-party website.
4.07         If you would like to link to the Site, you may do so provided:
(a)     you do not replicate any page of the Site;
(b)     you do not remove, distort or otherwise alter the size or appearance of any logos used by us on the Site;
(c)     you do not create a frame or any other browser or border environment around the Site;
(d)     you do not in any way imply that we are endorsing any products or services other than our own;
(e)     you do not misrepresent your relationship with us or present any other false information about it;
(f)      you do not otherwise use any trademarks owned by TETQ (whether these are registered or unregistered) which are displayed on the Site without our express written permission;
(g)     you do not link from a website that is not either owned by you or under your account (e.g., your social media account); and
(h)     your website does not contain content that we, in our sole discretion, consider to be distasteful, offensive or controversial, an infringement of any intellectual property rights or other rights of any other person or which does not otherwise comply with all applicable laws and regulations.
4.08         We expressly reserve the right to revoke the right granted in Section 4.07 for any or no reason and to take any action that we deem appropriate.
4.09         You agree to fully indemnify us for any loss or damage that we may suffer by your breach of Section 4.07.

5.             TITLE

TETQ owns or licenses all rights, title and interest in and to the Site, the Subscriber Resources as well as any trademarks, copyrights, trade secrets and inventions, whether or not any of the foregoing are registered, and any ideas, suggestions, proposals, research or test results obtained through, from or as a result of your use of the Site and/or feedback provided by you regarding the Site (collectively, “TETQ Assets”). Your rights to the Site are limited to the rights expressly granted to you in this Agreement. TETQ reserves all rights not expressly granted in this Agreement. You agree that you shall not attempt to claim, register or protect any interest in or to the TETQ Assets.

6.             DISCLAIMER; WAIVERS

6.01         To the maximum extent permitted by law, we hereby disclaim and you hereby waive any claims against us based on, relating to or arising from the use, inability to use or results of the use of the Site or the Services, any websites linked to it and any materials posted on it including, without limitation any liability for:
(a)     loss of income or revenue;
(b)     loss of business;
(c)     loss of profits or contracts;
(d)     loss of anticipated savings;
(e)     loss of data;
(f)      loss of goodwill;
(g)     any unauthorized person uses your username and/or password to access the Site with any result, including but not limited to making changes in authorizations;
(h)     the Site is totally or partially inoperative or inaccessible;
(i)       use of the Site;
(j)       viruses or other malicious software are transferred to your computer or other device by using the Site;
(k)     there are bugs, errors or inaccuracies in the Services or the results produced by the Site;
(l)       third-party content, actions or inactions on or with respect to the Site;
(m)   a suspension or other action taken with respect to your account by us;
(n)     deletion, corruption or destruction of any of Your Data; and
(o)     for any other loss, injury or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable including but not limited to emotional distress or personal injury resulting therefrom.
For purposes of this section, any reference to TETQ shall include TETQ’s Affiliates, joint venture associates and the owners, directors, officers, employees, agents, contractors and vendors of each.

6.02         No waiver by TETQ of any breach by you of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by TETQ in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.
7.             REPRESENTATIONS & WARRANTIES
You represent and warrant that:

(a)     you are 18 years of age or older and capable of entering into and agreeing to be bound by this Agreement;
(b)     you are solely responsible for compliance with local laws in connection with your use of the Site; and
(c)     it is legal for you to view the Site in the jurisdiction to which you are subject.
8.             TERMINATION
(a)     If you are not a Subscriber or a Designee, we may, in our sole discretion, restrict or terminate your access to and/or use of the Site without prior notice.
(b)     If you are a Designee, we may, in our sole discretion, restrict or terminate your access to and/or use of the Site without prior notice where:
(i)      there is a regulatory or statutory change limiting our ability to provide access to the Site;
(ii)     there is any event beyond our reasonable control preventing us from providing access to the Site (for example, and without limitation, technical difficulties, capacity problems and communications failures); or
(iii)    we consider that you are abusing the Site or are otherwise acting in violation of this Agreement.
(iv)    If you are a Subscriber, your access to the Site will be subject to the termination provision of the Subscriber T&Cs.
9.             GOVERNING LAW; DISPUTE RESOLUTION
9.01         This Agreement will be governed by and interpreted in accordance with the laws of the State of Florida, USA, without giving effect to any principles of conflict of laws.
9.02         Arbitration.
(a)     Amicable Dispute Resolution. In the event of a dispute between the Parties hereunder (each, a “Dispute”) that cannot be settled amicably, such Dispute shall be resolved by arbitration, as provided herein below. Notwithstanding the foregoing, nothing in this section shall prevent a Party from seeking interim injunctive or other equitable relief in any court of competent jurisdiction to preserve the status quo or to prevent irreparable harm pending resolution of any Dispute.
(b)     Procedure. Any claim, dispute or controversy arising out of or relating to this Agreement and not resolved amicably shall be submitted by the Parties to binding arbitration in Miami-Dade County, Florida, by a single (1) arbitrator in accordance with the rules of the American Arbitration Association (“AAA”), governed by the laws of the State of Florida. Each Party shall have full rights of discovery in any such proceeding.
(i)      Decision Final. The Parties agree to exercise their respective rights under AAA Rules to cause any arbitration proceeding under this section to be finalized and a decision rendered by the arbitrator as soon as reasonably practicable, but in no event more than six (6) months after commencement of such arbitration proceeding.
(ii)     Confidentiality. Except as otherwise required by law, the Parties and arbitrator shall maintain as confidential all information and documents obtained during the arbitration process, including the resolution of the dispute.
(iii)    Jurisdiction. Each Party irrevocably and unconditionally (i) consents to the jurisdiction of any such proceeding and waives any objection that it may have to personal jurisdiction or the laying of venue of any such proceeding; and (ii) knowingly and voluntarily waives its rights to have disputes tried and adjudicated by a judge and jury except as otherwise expressly provided herein.
(iv)    Final Judgment. Any award rendered by the arbitrator(s) shall be final and binding upon the Parties. Judgment upon the award may be entered in any court of competent jurisdiction.
(c)     Equitable Relief. Notwithstanding anything to the contrary in this Agreement, a breach of this Agreement may cause irreparable harm to the affected Party for which monetary damages are not a sufficient remedy. In such event, the affected Party may, without waiving any other rights or remedies and without posting a bond or other security, seek an injunction, specific performance or other equitable remedy.
(d)     In the event of a request to a court of competent jurisdiction for equitable relief, THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO CONSENTS TO SERVICE OF PROCESS BY CERTIFIED MAIL AT ITS ADDRESS LISTED HEREIN.
9.03         You agree that you may bring a claim against TETQ only in your capacity as an individual User, not as the member of or participant in any group or class.
9.04         The non-prevailing Party in any arbitration or court proceeding shall pay the other Party’s costs and expenses (including reasonable attorneys’ fees) and reimburse the other Party for its portion of the arbitration costs. In the event that neither Party wins the arbitration totally, reimbursement shall be made proportionally in accordance with the AAA Rules. If a Party fails to proceed with arbitration, unsuccessfully challenges the arbitration award, or fails to comply with the arbitration award, the other Party shall be entitled to costs, including reasonable attorneys’ fees and disbursements, for having to compel arbitration or defend or enforce the award.\
9.05         The exercise of any right or remedy herein provided shall be without prejudice to any other right or remedy provided herein, at law, or in equity.
10.          LIMITATION OF LIABILITY
To the extent permitted by law, in no event shall TETQ have any liability to you for any indirect, special, incidental, punitive, or consequential damages (including but not limited to for loss of profit, revenue or data) arising out of or in connection with the Site, your use of the Site or this Agreement, however caused, and under whatever cause of action or theory of liability brought (including under any contract, negligence, indemnification or other tort theory of liability) even if advised of the possibility of such damages. To the extent permitted by applicable law, TETQ’s total cumulative liability to you or any third-party arising out of or in connection with the Site, your use of the Site, the Services or this Agreement, from all causes of action and all theories of liability, will be limited to and will not exceed the greater of One Hundred US Dollars ($100.00) or the amount paid by you to TETQ during the Twelve (12) months immediately preceding the claim. The Parties agree that this section represents a reasonable allocation of risk.

11.          MISCELLANEOUS
11.01      No Third-Party Beneficiaries.
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors, heirs, personal representatives and assigns. Subject to the foregoing sentence, this Agreement is for the exclusive benefit of the Parties and there shall be no third-party beneficiary to any of the provisions of this Agreement except the indemnitees (other than the Parties) described in the Subscriber T&Cs.

11.02      Independent Contractor.
TETQ is and will be deemed to be an independent contractor with respect to you in regard to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between TETQ and you.

11.03      Assignment.
You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise. TETQ may assign this Agreement, in part or whole, without your consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets or equity. Subject to the foregoing and Section 11.01, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

11.04      Amendment.
TETQ may amend this Agreement at any time, in its sole and absolute discretion; provided any changes in the Subscriber T&Cs shall be binding only upon renewal of the Subscription (unless TETQ terminates your Subscription). Your continued use of the Site after the effective date of any such modification (or, in the case of modifications to Subscriber T&Cs, after the renewal of your Subscription) shall be conclusive evidence of your consent to be bound by such modification.

11.05      Force Majeure.
Neither Party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, communication line failure, governmental orders (including but not limited to quarantines and business closures) and power failures.

11.06      Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

11.07      Interpretation.
If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any Party as the drafter. This Agreement is written in English and, notwithstanding the translation or translatability into other languages, the English language version of this Agreement shall be controlling.[JS1]

11.08      Headings.
The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.

11.09      Entire Agreement.
This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement, and supersedes any and all prior understandings and agreements, whether oral or written, between the Parties with respect to the subject matter of this Agreement

11.10      Survival.
Those provisions of this Agreement that by their terms or sense are intended to survive termination or expiration of this Agreement will survive and remain in full force and effect, including, without limitation, Sections 4.02, 5, 6, 8, 9-11.

SUBSCRIBER TERMS & CONDITIONS

(For Subscribers Only, in addition to the General T&Cs)

These Subscriber T&Cs are in addition to the General T&Cs which, together, comprise the Agreement that you enter into with TETQ to become a Subscriber.

All the provisions of the General T&Cs apply to Subscribers.

While ALL of the T&Cs are important and you agree to all of them, these are ESSENTIAL:

As the purpose of IT’S IMPORTANT! is to let people know when you cannot do so and to disclose critical and personal information of yours when you cannot, you MUST:

Reply to your scheduled PING promptly OR, if you know you will be away or unavailable, change your scheduled ping.

If you do not RESPOND TO YOUR PING WITHIN 24 HOURS, your Key Designee (or, if your Key Designee does not respond to their PING, then your Designees) WILL BE NOTIFIED AND can trigger the notices and information release.

1.             REGISTRATION, IN GENERAL
1.01         Subscriptions are not available to persons under 18 years of age.
1.02         Each Subscription is for a single user only and it is not transferable.
1.03         Responsibility for the security of any passwords issued rests SOLELY with you and you are responsible for all actions taken with your username and password. You specifically agree that TETQ is NOT responsible for and shall not be liable for any unauthorized access to your account and information due to unauthorized access to your username and password.
1.04         You may upgrade your Subscription Plan at any time upon payment of any applicable additional Subscription Fee.
2.             YOUR REPRESENTATIONS AND WARRANTIES
In addition to the representations and warranties contained in the General T&Cs, you represent and warrant the following:

2.01         You are an individual 18 years of age or older.
2.02         You are using the Services with no intent to broadcast, republish, misrepresent, edit, copy, display or in any way use the Services for any purpose other than your personal use.
3.             THE SERVICES
3.01         TETQ shall provide the Services described below and subject to the Subscription Plan you chose in the Registration Form and as a result of any subsequent changes made by you. The following is not an exhaustive list of each element of the Services; but is rather intended to explain the approach of IT’S IMPORTANT!
3.02         PINGs (Notifications). All Subscription Plans enable you to set up PINGs at a time and on a frequency of your choice as offered by the Site (Scheduled PINGs). The PING is to confirm your well-being.
(a)     Upon your reply to the PING, the system will reset and you will receive your next PING as you scheduled.
(b)     If you do not reply within 24 hours, your Key Designee will receive a PING, giving your Key Designee an opportunity to determine whether you are well. Your Key Designee can respond in one of 3 ways:
1)       You are well, in which case the system will reset and you will receive your next PING as you scheduled.

2)       You have had a medical emergency for which hospitalization is immediately required (NOT JUST THAT YOU ARE ILL OR NEED TO SEE A DOCTOR), in which case your medical records and insurance information will be immediately accessible by the people who YOU designated (your Designees) to receive such information. (REMEMBER: You can change Designees and their access at any time as long as the desired Designee has registered with TETQ and agrees to the General T&Cs and the Designee T&Cs. )

3)       In the event of your passing, your Key Designee will be prompted to upload a death certificate and, upon confirmation by us that the death certificate is valid, all of the documents and information you have stored will be accessible by the persons you designated and your Designees will receive notification that such information is available and they should log into their IT’S IMPORTANT! Dashboard to see what folders, if any, each Designee has access to.

(c)     If your Key Designee does not respond, your other Designees will receive a PING with the same choices as provided to your Key Designee above. The first response will have the same effects as indicated above for the Key Designee. However, if we receive conflicting responses from your Designees, we will review the situation and do our best to resolve the difference.
NOTE: Each Designee must register with IT’S IMPORTANT! at the time you add each as a Designee, otherwise they will not be activated as a Designee. You must have a Key Designee to activate the PINGs.
3.03         Storage of Personal Documents.
(a)     Both the “Plus” and “Enhanced” Subscription Plans enable you to store a variety of information (your Personal Documents) to be released to your Designees in the event you do not reply to your Scheduled PING and:
1)       your Key Designee responds to their PING that you need or are receiving medical attention, in which case your medical and insurance information is made accessible; or

2)       your Key Designee responds to their PING that you are deceased, in which case the Key Designee will be prompted to upload a death certificate and, upon verification by us of the death certificate, all of your Personal Documents will be accessible to the people you chose;

3)       your Key Designee does not respond and a Designee responds to their PING that you need or are receiving medical attention, in which case your medical and insurance information is made accessible; or

4)       your Key Designee does not respond and a Designee responds to their PING that you are deceased, in which case the Designee will be prompted to upload a death certificate and, upon verification by us of the death certificate, all of your Personal Documents will be accessible to the people you chose.

(b)     We use a variety of HIPPA-compliant and bank-level security measures to ensure the security of your account. In general, that includes:
§  Bank-level encryption when you send the information and when it is stored on the servers.

§  Except for names and contact information of you and your Designees, you do not enter or upload ANY data. All information you provide is in the form of PDFs, images and pictures.

§  For more detail see “Security” on the Site.

(c)     Your Personal Documents cannot be accessed or viewed by our Customer Support personnel. OUR CUSTOMER SUPPORT TEAM CANNOT GIVE ADVICE OR GUIDANCE, FOR EXAMPLE, AS TO HOW TO WRITE A WILL. TETQ will not provide any guidance or advice, or assist or advise you in the drafting of any of your Personal Documents. THERE MAY BE LINKS ON THE SITE FOR THIRD-PARTIES WHO MAY BE QUALIFIED BUT WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO ANY THIRD-PARTY’S CAPABILITIES.
(d)     No Customer Support personnel will ever need to look at the contents of any of your Personal Documents to assist you with the use of it’s important! If you ever communicate with Customer Support personnel, you should not share any of your Personal Documents with the Customer Support personnel, including but not limited to discussing the contents of your Personal Documents, providing access to your Personal Documents, and/or sharing your screen before closing any open Personal Documents. You agree TETQ will not be liable for any loss, injury or damages of any type due to your failure to abide by the terms of this section and/or your sharing your Personal Documents with Customer Support personnel.
3.04         Emergency Alert.
(i)      The system is designed primarily to use the non-response of a Subscriber to trigger a sequence of events that will notify and, in the case of a Plus or Enhanced Subscription Plan, make Personal Documents available to your specified Designees.
(ii)     However, in the event that an emergency has occurred (for example, you have been in an automobile accident) requiring the release of insurance, health and medical records, your Key Designee can call in and request an Emergency Alert be sent to you which, in the event you do not respond promptly, it will trigger an Emergency Alert to the Key Designee who can then respond such that your insurance, health and medical records will be released to the Designees you approved for such Designated Information.
3.05         In the Event of Death. In the event of your passing and you had a Plus or Enhanced Subscription Plan:
(i)      there will be no more billing on the account;
(ii)     upon confirmation of a death certificate, your Personal Documents will be available to be downloaded by the Designees for the Recovery Period even if the Recovery Period extends beyond the expiration of your Subscription; and
(iii)    after the Recovery Period, the storage of the Personal Documents may be extended by any Designee on a month-to-month basis at the regular month-to-month rate payable on a major credit card.
3.06         The Services include the Documentation and such additional services and support as TETQ may, in its sole and absolute discretion, provide.
4.             TERM
4.01         The Services shall commence on the date you subscribe and pay the indicated Subscription Fee (the “Commencement Date”) and continue monthly or annually (the “Initial Term” or “Term”), as chosen by you. Subsequent to expiration of the Initial Term, this Subscription shall automatically renew (each a “Renewal Term” and, together with the Initial Term, the “Term”) on the same terms and conditions unless TETQ notifies you of any changes in these T&Cs except that TETQ may provide notice not less than Sixty (60) days prior to such Renewal Term of a change in the Subscription Fees which change shall be effective upon renewal in the absence of a Non-renewal Notice from you to TETQ.
4.02         You may terminate this Agreement without Cause by written notice to [email protected] at any time. Such termination will be effective at the end of the then-current Term and you will continue to have access to the Services for the remainder of the then-current Term, after which your Subscription will not renew. You will not receive any refund, credit or allowance with respect to the Subscription Fee for the remaining portion of the then-current Term.
4.03         TETQ may terminate the Services and/or this Agreement without Cause upon Thirty (30) days’ notice or at any time upon written notice with Cause. If we terminate the Services and this Agreement without Cause, the portion of your Subscription Fees allocable to the unexpired then-current Term shall be refunded. If we terminate with Cause, no portion of the Subscription Fee paid shall be returned, refunded or credited to you.
4.04         Notwithstanding the foregoing, if either Party gives the other a termination notice, the receiving Party may, in its sole and absolute discretion, terminate the Agreement at any time prior to the effective date of the terminating Party’s notice.
4.05         Upon the death of a Subscriber (as evidenced by a valid death certificate verified as valid by us):
(a)     the PINGs shall terminate;
(b)     automatic renewals shall cease;
(c)     Personal Documents shall be available to the Designees for the Recovery Period; and
(d)     after the Recovery Period, the storage of the Personal Documents may be extended on a month-to-month basis at the regular month-to-month rate payable on a major credit card.
5.             YOUR USE OF THE SITE
5.01         You will:
(a)     be responsible for your compliance with this Agreement;
(b)     use reasonable efforts to prevent unauthorized access to the Services and Subscriber Resources,  and notify TETQ promptly of any such unauthorized access or use;
(c)     use the Site only in accordance with the Documentation and all applicable laws and regulations; and
(d)     be solely and exclusively responsible for the security of the usernames and passwords issued to you, and TETQ shall be entitled to rely on the authority of any person using the username and password in providing information to and taking all actions that the authorized user would be entitled to take or direct. You expressly agree that TETQ shall not be liable for any loss, injury or damage that may result from the aforementioned reliance.
5.02         You will not, directly or indirectly:
(a)     make the Site or the Subscriber Resources available to or use the Site or the Subscriber Resources for the benefit of anyone other than yourself;
(b)     sell, resell, license, sublicense, distribute, rent or lease the Site or the Subscriber Resources, or include the Site or the Subscriber Resources in a service bureau or outsourcing offering;
(c)     use the Site to store or transmit malicious code or any illegal matter;
(d)     interfere with or disrupt the integrity or performance of the Site or any data contained therein;
(e)     attempt to gain unauthorized access to the Site or Subscriber Resources or any related systems or networks;
(f)      hack or attempt to hack the Site;
(g)     upload content that is inappropriate, as determined by TETQ in our sole and absolute discretion, onto our servers (this differs from your Personal Documents to which we do not have access);
(h)     permit direct or indirect access to or use of the Site or the Subscriber Resources in a way that circumvents a contractual usage limit, if any;
(i)       copy the Site or the Subscriber Resources or any part, feature, function, or user interface thereof;
(j)       frame or mirror any part of the Site or the Subscriber Resources other than as permitted in the Documentation;

(k)     access, reproduce, record or copy the Site or the Subscriber Resources in order to build a competitive product or service; or
(l)       reverse engineer, disassemble or decompile the Site or the Subscriber Resources.
6.             SUBSCRIPTION FEES
6.01         Throughout the Term, you agree to pay to TETQ the fee for the Services as specified by you in your Registration Form or thereafter by upgrading (the “Subscription Fee”) for which a major credit card will be required. Prior to commencement of each Renewal Term, the credit card provided by you shall be charged the applicable Subscription Fee.
6.02         Commencing after the Initial Term, TETQ may notify you of a change in the Subscription Fee or other costs and such new fees shall take effect upon renewal of this Agreement unless you notify us prior to commencement of the Renewal Term that you do not approve of the change(s) and elect to terminate this Agreement.
6.03         In the event the payment method provided by you is declined, we will notify you and you will have the opportunity to provide an alternative method of payment within Five (5) business days of notice of decline. If a payment is not effectively processed, the Services may be suspended pending payment or terminated, in our sole discretion. A reinstatement fee may be added if you wish to continue the Services more than Ten (10) days after notice of decline of your form of payment.
7.             WARRANTY
7.01         While TETQ endeavors to ensure that the information provided through the Services is correct, TETQ does not warrant its accuracy or completeness.
7.02         THE SERVICES ARE PROVIDED “AS IS” AND WE PROVIDE NO WARRANTIES IN RESPECT THEREOF. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TETQ DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
8.             SECURITY
TETQ uses appropriate measures in accordance with generally accepted industry standards to (i) protect against any anticipated threats or hazards to the security or integrity of Your Data; and (ii) protect against unauthorized access to Your Data. For more information, see “Security” on the Site.

9.             INTELLECTUAL PROPERTY
9.01         Technology included within or used in connection with the Services shall at all times be the sole and exclusive property of TETQ.
9.02         This Subscription does not transfer or grant any rights in any Technology, copyrights, trademarks, trade secrets or other intellectual property of TETQ (collectively, the “Rights”) to the Subscriber. Subscriber expressly waives and disclaims any interest whatsoever in the Rights of TETQ.
9.03         For purposes of clarity, data or information obtained or created by or for TETQ as a result of or in connection with the Services shall at all times be the sole and exclusive property of TETQ.
10.          CONFIDENTIAL INFORMATION
10.01      Each Party (the “Receiving Party”) acknowledges that, in connection with this Agreement, it will have access to and/or be given by or on behalf of the other Party (“Disclosing Party”) information which is expressly designated “Confidential” or would be understood by a reasonable person to be confidential (collectively, “Confidential Information”). Confidential Information means any and all information which is possessed by or developed for a Party and which relates to such Party’s existing or potential business or technology, which information is generally not known to the public, and which information such Party seeks to protect from disclosure to its existing or potential competitors or others, and includes, without limitation, source code, business plans, business strategies, business know-how and techniques, marketing plans, and the identities and business preferences of current or prospective customers or vendors. Confidential Information also includes information received by a Party from others that such Party has an obligation to treat as confidential. Confidential Information includes information and documents whether or not they are marked “confidential” or carry any other marks or designations including but not limited to Trade Secrets. “Trade Secrets” means all information possessed by or developed for a Party, including, without limitation, a compilation, program, device, method, system, technique, formula, pattern, or process to which all of the following apply: (i) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) the information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.
10.02      Confidential Information of a Party shall remain the sole and exclusive property of such Party except as to Confidential Information which, by its nature and usage, is or becomes the joint Confidential Information of both Parties. The Parties agree that even if not so marked, all client lists, work product, know-how and methodologies are Confidential Information of the respective Party.
10.03      The Receiving Party agrees not to use, disclose, distribute or disseminate, or allow others to use, disclose, distribute or disseminate Confidential Information of the Disclosing Party except as expressly permitted under this Agreement. The Receiving Party shall use at least the same procedures and degree of care that it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information, but in no event less than reasonable care. The Receiving Party agrees to restrict access to such Confidential Information to only those employees or contractors who need such Confidential Information in order for TETQ to exercise its rights or perform its obligations hereunder.
10.04      The foregoing restrictions will not apply to information that the Receiving Party can demonstrate (i) was known to the Receiving Party at the time of disclosure to the Receiving Party by the Disclosing Party as shown by the files of the Receiving Party in existence at the time of disclosure other than as a result of a violation of an obligation of confidentiality to the Disclosing Party; (ii) has become publicly known through no wrongful act of the Receiving Party; (iii) has been rightfully received by the Receiving Party from a third-party authorized by the Disclosing Party to make such disclosure without restriction; (iv) has been approved for release by written authorization of the Disclosing Party; or (v) has been independently developed by the Receiving Party without any use of Confidential Information and by employees or other agents of the Receiving Party. In addition, each Party shall be entitled to disclose the other Party’s Confidential Information to the extent such disclosure is requested by the order or requirement of a court, administrative agency or other governmental body provided that the Party required to make the disclosure shall provide prompt, advance notice thereof to enable the other Party to seek a protective order or otherwise prevent such disclosure.
10.05      All Confidential Information shall be surrendered to the Disclosing Party upon the request of the Disclosing Party; provided, however, that Confidential Information may be retained by the Receiving Party to the extent that retention of such Confidential Information is necessary to comply with its internal document retention policies aimed at legal, corporate governance or regulatory compliance and any such retained Confidential Information shall remain subject to the disclosure and use restrictions set forth herein, notwithstanding any termination of this Agreement. The Receiving Party shall not be deemed to have retained or failed to return or destroy any Confidential Information if Confidential Information received or stored in digital format is deleted from local hard drives and/or off-site storage so long as no attempt is made to recover such Confidential Information from servers or back-up sources, provided that any such retained Confidential Information shall remain subject to the disclosure and use restrictions set forth herein, notwithstanding any termination of this Agreement.
11.          INDEMNIFICATION
11.01      Subscriber and his/her heirs, estate and personal representatives (collectively, “Subscriber Indemnitors”), jointly and severally, agree to and shall indemnify, defend and hold harmless TETQ, its Affiliates and their respective owners, principals, officers, employees, contractors and agents (collectively, “TETQ Parties”) (with legal counsel reasonably acceptable to TETQ Parties) from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys’ fees and costs of any suit related thereto) suffered or incurred by any of them arising from (a) any misrepresentation by, or breach of any covenant or warranty of Subscriber contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by Subscriber hereunder; (b) any violation of this Agreement by Subscriber; (c) any suit, action, proceeding, claim or investigation against TETQ Parties which arises from or which is based upon or pertaining to (i) Subscriber’s acts or omissions including but not limited to disclosure of information to TETQ, (ii) the Services, (iii) the disclosure or failure to disclose Personal Documents by TETQ; or (d) unauthorized use of the Subscriber’s and/or Designee’s username and/or password; (e) any changes, revisions and/or modifications to any Personal Documents made by an unauthorized person; (f) TETQ Parties’ disclosure of Subscriber’s personal information and/or granting access to Personal Documents upon the Subscriber’s, Key Designee’s and/or Designee’s authorization and/or instruction pursuant to the terms of this Agreement; (g) disclosure or non-disclosure of Personal Documents by TETQ at your request and/or instructions or at the request andor instruction of your Key Designee or other Designee; and (h) any matter for which the risk is assumed by you or with respect to which you waive any claims, as provided in Section 12 of these Subscriber T&Cs.
11.02      If Subscriber Indemnitors shall have an indemnification, defense and hold harmless obligation, as above provided, and shall fail to assume such obligation, then the respective indemnitees shall have the right, but not the obligation, to assume and maintain such defense (including reasonable counsel fees and costs of any suit related thereto) and to make any settlement or pay any judgment or verdict as such indemnitees, in its/their sole and absolute discretion, deem necessary or appropriate; such costs of settlement, payment, expense and costs, including reasonable attorneys’ fees, to be reimbursed by the Subscriber Indemnitors upon demand by the respective indemnitees.
12.          ASSUMPTION OF RISK AND WAIVER
You expressly and unconditionally assume any risks and waive any and all claims against and agree and promise to not sue any of the TETQ Parties, regardless the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions, and regardless of the source or the cause of the issue including but not limited to failures of third-party sites or applications with which the Site interacts:

(a)     any consequences of you not responding to the Scheduled PING including but not limited to the notification of your Designees and release of your Personal Documents;
(b)     any consequences of any response, including no response, whatsoever of your Key Designee or other Designees to their PING following your failure to respond to your PING;
(c)     any injury (physical, emotional or psychological) or distress or loss of property to you or anyone else relating to, caused by or connected to the Site, the Services (including but not limited to the release or failure to release any of the Personal Documents) or the Documentation;
(d)     any damage to property of yours or anyone else relating to, caused by or connected to the Site, the Services (including but not limited to the release or failure to release any of the Personal Documents) or the Documentation;
(e)     use of the Site, the Services or the Documentation;
(f)      a suspension or other action taken with respect to your account by TETQ; or
(g)     deletion, corruption or destruction of any of Your Data.
13.          NOTICE
All notices upon you shall be effective when sent by email to the email address you used when you registered or as you subsequently modified it.

All notices to TETQ must be in writing and delivered in person, or sent by registered or certified mail or nationally or internationally recognized overnight courier, with all fees prepaid to TETQ at the address indicated below or as subsequently modified by TETQ or by email.

TETQ: TETQ, LLC

1717 N Bayshore Drive, Suite 213

Miami, Florida 33132 USA

Email: [email protected]

Either Party may, at any time, change its mail or delivery address by giving the other Party written notice.

The effective date of any written notice personally delivered or sent by a recognized overnight courier shall be the date of receipt if received on the recipient’s business day, otherwise the next business day of the recipient. The effective date of any email notice shall be the next business day after the email is sent.

14.          SURVIVAL
In addition to those provisions of the General T&Cs which survive termination of this Agreement, those provisions of these Subscriber T&Cs that by their terms or sense are intended to survive termination or expiration of this Agreement will survive and remain in full force and effect, including, without limitation, Sections 5.02, 7.02, and 9 – 14.

DESIGNEE TERMS & CONDITIONS

(For Designees Only, in addition to the General T&Cs)

These Designee T&Cs are in addition to the General T&Cs which, together, comprise the Agreement that you enter into with TETQ to have the rights that the Subscriber intended.

All the provisions of the General T&Cs apply to Designees.

1.             REGISTRATION, IN GENERAL
1.01         Designees (also referred to as “you” or “your”) must register and acknowledge the General T&Cs and Designee T&C before being granted the rights the Subscriber intended.
1.02         Designees must be 18 years of age or older.
1.03         Responsibility for the security of any passwords issued rests with you and you are responsible for all actions taken with your username and password. You specifically agree that TETQ is NOT responsible for and shall not be liable for any unauthorized access to your username and password.
2.             YOUR REPRESENTATIONS AND WARRANTIES
In addition to the representations and warranties contained in the General T&Cs, you represent and warrant the following:

2.01         You are an individual 18 years of age or older.
2.02         You are using the Services with no intent to broadcast, republish, misrepresent, edit, copy, display or in any way use the Services for any purpose other than your personal use.
3.             THE SERVICES
3.01         TETQ shall provide the Services described below subject to the Subscription Plan chosen by the Subscriber. The following is not an exhaustive list of each element of the Services; but is rather intended to explain the approach of IT’S IMPORTANT!
3.02         Notifications. All Subscription Plans, including the Basic Plan, enable a Subscriber to set up PINGs on a frequency chosen by the Subscriber. (“Scheduled Pings”). The Scheduled PING is to confirm the Subscriber’s well-being. If you, as a Designee, have received a notice by text or email, the Subscriber did not respond to their Scheduled Ping. We do not know why the Subscriber did not respond to their Scheduled PING and this system is designed to give you an opportunity to determine the well-being of the Subscriber and let us know.
(a)     The Subscriber must select one Designee to be a “Key Designee.” The Key Designee is the first person to receive notice if the Subscriber does not reply to their Scheduled Ping. If the Subscriber is, in fact, fine and may be out of touch or on a plane or just lost their mobile phone, the Key Designee can reset the system.
(b)     If the Key Designee responds that there is a situation requiring medical attention for the Subscriber, the documents in the “Insurance/Medical” folder will be made available to all Designees to whom the Subscriber gave permission.
(c)     If the Key Designee responds that the Subscriber has passed, the Key Designee will be prompted to upload a death certificate. Upon receipt of the death certificate, we will confirm its validity and make all documents and information in all folders accessible to the people to whom the Subscriber gave permission.
(d)     If the Key Designee does not respond within 24 hours, all Designees will receive the same notice as the Key Designee received, allowing you to investigate to determine the Subscriber’s state of well-being and to respond accordingly.
(e)     The system will take such action as indicated by the first response of a Designee. However, if subsequent responses from Designees conflict with the first, we attempt to resolve the such conflict as soon as possible.
You, as a Designee (other than a Key Designee), will receive a notice by text or email regarding the Subscriber’s well-being if neither the Subscriber nor the Key Designee responds to their Scheduled PING. If you get such a text or email, we do not know the reason and this system is designed to give you an opportunity to determine the well-being of the Subscriber.

3.03         Storage of Personal Documents.
(a)     Both the Plus and Enhanced Subscription Plans enable a Subscriber to store a variety of information (Personal Documents) to be released to the Designees should neither the Subscriber nor the Key Designee reset the system by replying that the Subscriber is ok to their respective Pings.
(b)     We use a variety of HIPAA-compliant and bank-level security measures to ensure the security of your and the Subscriber’s account. That includes but is not limited to:
§  Bank-level encryption when the Subscriber sends the information and encryption on the servers.

§  Except for names and contact information of the Designees, the Subscriber does not enter or upload ANY data. All information provided by the Subscriber is in the form of PDFs, images and pictures.

(i)      Personal Documents cannot be accessed or viewed by our Customer Support personnel. When using Customer Support, you can explain the issue by email or by mobile phone or you can share your screen AFTER you have closed all sensitive information and documents. No Customer Support personnel will need to look at the contents of any Personal Documents to assist you. If you ever communicate with Customer Support personnel you should not share any of the Subscriber’s Personal Documents with the Customer Support personnel, including but not limited to discussing the contents of the Personal Documents, providing access to the Personal Documents, and/or sharing your screen before closing any open Personal Documents. You agree TETQ will not be liable for any loss, injury or damages of any type due to your failure to abide by the terms of this section and/or your sharing the Subscriber’s Personal Documents with Customer Support personnel.
3.04         Release of Personal Documents.
(i)      If the Subscriber did not respond to a Scheduled PING within 24 hours and the Key Designee responds that there is a medical emergency requiring hospitalization (NOT JUST THAT THE SUBSCRIBER IS ILL OR NEEDS TO SEE A DOCTOR) of the Subscriber (or, if the Key Designee does not respond on a timely basis, a Designee responds that there is a medical emergency requiring hospitalization of the Subscriber), the contents of the Subscriber’s “Insurance, health and medical” folder (which may include a “Do Not Resuscitate” order) will be made available to those Designees whom the Subscriber authorized to view such Designated Information.
(ii)     Upon submission of a death certificate to be verified by us, the Designated Information will be made available to the respective Designee(s) authorized by the Subscriber to have such information.
3.05         Emergency Alert.
(i)      The system is designed primarily to use the non-response of a Subscriber to trigger a sequence of events that will notify and, in the case of a Plus or Enhanced Subscription Plan, make Personal Documents available to the Subscriber’s specified Designees.
(ii)     However, in the event that an emergency (NOT JUST THAT THE SUBSCRIBER IS ILL OR NEEDS TO SEE A DOCTOR) has occurred (for example, the Subscriber has been in an automobile accident) requiring the release of insurance, health and medical records, a Designee can call in and request an Emergency Alert be sent to the Subscriber and in the event the Subscriber does not respond promptly, an Emergency Alert will be sent to the Key Designee who can then respond such that the Subscriber’s insurance, health and medical records will be released to the Designees approved by the Subscriber for such Designated Information.
(iii)    In the Event of Death. In the event of the Subscriber’s passing and if the Subscriber had a Plus or Enhanced Subscription Plan:
§  the Personal Documents will be available to be downloaded by the Designees for the Recovery Period even if the Recovery Period extends beyond the expiration of the Subscription; and

§  after the Recovery Period, the storage of the Personal Documents may be extended by any Designee on a month-to-month basis at the regular month-to-month rate payable on a major credit card.

3.06         The Services include the Documentation and such additional services and support as TETQ may, in its sole and absolute discretion, provide.
4.             YOUR USE OF THE SITE
4.01         You will:
(a)     be responsible for your compliance with this Agreement;
(b)     use reasonable efforts to prevent unauthorized access to the Services, and notify TETQ promptly of any such unauthorized access or use;
(c)     use the Site only in accordance with the Documentation and all applicable laws and regulations; and
(d)     be solely and exclusively responsible for the security of the usernames and passwords issued to you, and TETQ shall be entitled to rely on the authority of any person using such username and password in providing information to and taking all actions that the authorized user would be entitled to take or direct. You specifically agree that TETQ is NOT responsible for and shall not be liable for any unauthorized access to the account and information due to unauthorized access to your username and password.
4.02         You will not, directly or indirectly:
(a)     use the Site to store or transmit malicious code or any illegal matter;
(b)     interfere with or disrupt the integrity or performance of the Site or any data contained therein;
(c)     attempt to gain unauthorized access to the Site or Subscriber Resources or any related systems or networks;
(d)     hack or attempt to hack the Site;
(e)     copy the Site or the Subscriber Resources or any part, feature, function, or user interface thereof;
(f)      frame or mirror any part of the Site or the Subscriber Resources other than as permitted in the Documentation;
(g)     access, record or copy the Site or the Subscriber Resources in order to build a competitive product or service; or
(h)     reverse engineer, disassemble or decompile the Site or the Subscriber Resources.
5.             WARRANTY
5.01         While TETQ endeavors to ensure that the information provided through the Services is correct, TETQ does not warrant its accuracy or completeness.
5.02         THE SERVICES ARE PROVIDED “AS IS” AND WE PROVIDE NO WARRANTIES IN RESPECT THEREOF. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TETQ DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
6.             SECURITY
TETQ uses appropriate measures in accordance with generally accepted industry standards to (i) protect against any anticipated threats or hazards to the security or integrity of Your Data and the Subscriber’s Data; and (ii) protect against unauthorized access to Your Data and the Subscriber’s Data.

7.             INTELLECTUAL PROPERTY
7.01         Technology included within or used in connection with the Services shall at all times be the sole and exclusive property of TETQ.
7.02         Use of the Site or Services does not transfer or grant any rights in any Technology, copyrights, trademarks, trade secrets or other intellectual property of TETQ (collectively, the “Rights”) to a Designee. You expressly waive and disclaim any interest whatsoever in the Rights of TETQ.
7.03         For purposes of clarity, data or information obtained or created by TETQ as a result of the Services shall at all times be the sole and exclusive property of Subscriber; provided, however, TETQ shall have the unlimited perpetual and royalty-free right to use such data and information that does not relate to any specific matter or account but which may aid TETQ in identifying and resolving issues of security issues of Subscriber or others.

8.             INDEMNIFICATION
8.01         Each Designee, on behalf of themselves and their heirs, estate, personal representatives, successors and assigns (each, a “Designee Indemnitor”) agrees to and shall indemnify, defend and hold harmless TETQ, its Affiliates and their respective owners, principals, officers, employees, and agents (collectively, “TETQ Parties”) (with legal counsel reasonably acceptable to TETQ Parties) from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys’ fees and costs of any suit related thereto) suffered or incurred by any of them (including but not limited to emotional distress) arising from (a) any misrepresentation by, or breach of any covenant or warranty of the respective Designee contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by such Designee hereunder; (b) any violation of this Agreement by the respective Designee; (c) any suit, action, proceeding, claim or investigation against TETQ Parties which arises from or which is based upon or pertaining to (i) Designee’s acts or omissions including but not limited to improper use or disclosure of Designated Information, (ii) the Services including but not limited to the disclosure or failure to disclose Personal Documents by TETQ as well as the sending or failure to send any message, or (iii) the acts or failure to act of any other Designee; (d) unauthorized use of the Designee’s username and/or password; (e) any changes, revisions and/or modifications to any Personal Documents made by an unauthorized person acting as the Designee; (f) TETQ Parties’ disclosure of Subscriber’s personal information and/or Personal Documents upon the Designees authorization and/or instruction pursuant to the terms of the this Agreement; (g) disclosure or non-disclosure of Personal Documents by TETQ at your request and/or instructions; and (h)any matter for which the risk is assumed by you or with respect to which you waive any claims, as provided in Section 9 of these Designee T&Cs.
8.02         If Designee Indemnitors shall have an indemnification, defense and hold harmless obligation, as above provided, and shall fail to assume such obligation, then the respective indemnitees shall have the right, but not the obligation, to assume and maintain such defense (including reasonable counsel fees and costs of any suit related thereto) and to make any settlement or pay any judgment or verdict as such indemnitees, in its/their sole and absolute discretion, deem necessary or appropriate; such costs of settlement, payment, expense and costs, including reasonable attorneys’ fees, to be reimbursed by the Designee Indemnitors upon demand by the respective indemnitees.
9.             ASSUMPTION OF RISK AND WAIVER
You expressly and unconditionally assume any risks and waive any and all claims against and agree and promise to not sue any of the TETQ Parties, regardless the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions, and regardless of the source or the cause of the issue including but not limited to failures of third-party sites or applications with which the Site interacts:

(a)     any injury (physical, emotional or psychological) to you or anyone else relating to, caused by or connected to the Site, the Services (including but not limited to any notifications to you regarding Subscriber (sent or not sent) and the release or failure to release any of the Personal Documents or the sending or failure to send any messaging) or the Documentation;
(b)     any loss of or damage to property of yours or anyone else’s relating to, caused by or connected to the Site, the Services (including but not limited to the release or failure to release any of the Personal Documents or the sending or failure to send any messaging) or the Documentation;
(c)     use of the Site, the Services or the Documentation;
(d)     a suspension or other action taken with respect to your and/or the Subscriber’s account by TETQ; or
(e)     deletion, corruption or destruction of any of Your Data and/or the Subscriber’s Data.
10.          NOTICE
All notices upon you shall be effective when sent by email to the email address or telephone number you used when you registered or as you subsequently modified it.

All notices to TETQ must be in writing and delivered in person, or sent by registered or certified mail or nationally or internationally recognized overnight courier, with all fees prepaid to TETQ at the address indicated below or as subsequently modified by TETQ. For a notice to TETQ to be valid, an email copy shall accompany each of the foregoing modes of noticing a Party.

TETQ: TETQ, LLC

1717 N Bayshore Drive, Suite 213

Miami, Florida 33132 USA

Email: [email protected]

Either Party may, at any time, change its mail or delivery address by giving the other Party written notice.

The effective date of any written notice personally delivered or sent by a recognized overnight courier shall be the date of receipt. The effective date of any email notice to Subscriber shall be the next business day after the email is sent.