APPLICATION POLICY

OptiArms Application Policy

Effective Date: January 15, 2024

Last Revised: May 10, 2024

This Application Policy ("Policy") constitutes a legally binding agreement between you (either an individual or entity) and OptiArms, Inc. ("OptiArms," "we," "us," or "our") governing your access to and use of the OptiArms mobile applications, web applications, edge computing applications, APIs, and any related services (collectively, the "Applications"). By downloading, installing, accessing, or using the Applications, you acknowledge that you have read, understood, and agree to be bound by this Policy and all applicable laws and regulations.

IF YOU DO NOT AGREE WITH ANY PART OF THIS POLICY, YOU MUST NOT ACCESS OR USE THE APPLICATIONS.

TABLE OF CONTENTS

1. Definitions
2. License Grant and Restrictions
3. Account Registration and Access Controls
4. Acceptable Use Policy
5. Technical Requirements and Compliance
6. Data Collection, Processing, and Privacy
7. Security Requirements and Protocols
8. Incident Response and Reporting
9. Intellectual Property Rights
10. Limitation of Liability
11. Indemnification
12. Termination and Suspension
13. Policy Modifications
14. Governing Law and Dispute Resolution
15. Miscellaneous Provisions

1. DEFINITIONS

For the purposes of this Policy, the following terms shall have the meanings defined below:

• "Authorized Organization" means a legal entity that has entered into a valid subscription agreement or service contract with OptiArms for the use of the Applications.
• "Authorized User" means an individual who is (i) employed by or officially affiliated with an Authorized Organization, (ii) granted permission by the Authorized Organization to access and use the Applications, and (iii) registered with a valid user account in accordance with OptiArms' registration procedures.
• "Applications" means collectively all software applications developed, owned, or operated by OptiArms, including but not limited to mobile applications, web applications, edge computing applications, command center interfaces, administration portals, APIs, and any related services.
• "Content" means any information, data, text, images, videos, audio files, or other materials that are uploaded, transmitted, processed, generated, or displayed through the Applications.
• "Designated Administrator" means an Authorized User who has been granted elevated privileges within the Applications by the Authorized Organization to manage users, configure settings, and administer certain aspects of the Applications.
• "Edge Device" means any hardware device deployed at an Authorized Organization's premises that runs OptiArms edge computing applications.
• "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all applications and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
• "Security Incident" means any actual or reasonably suspected compromise of security, unauthorized access, unauthorized use, or breach affecting the Applications, Customer Content, or OptiArms systems.
• "Service Level Agreement" or "SLA" means the document outlining OptiArms' commitments regarding application availability, performance, and support response times.
• "Subscription Term" means the period during which an Authorized Organization is entitled to access and use the Applications pursuant to its agreement with OptiArms.

2. LICENSE GRANT AND RESTRICTIONS

2.1 Limited License. Subject to and conditioned on your compliance with the terms and conditions of this Policy, OptiArms grants to Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Applications solely for the Authorized Organization's internal security operations and only in accordance with the documentation and specifications provided by OptiArms. This license is granted solely for the Subscription Term specified in the agreement between OptiArms and the Authorized Organization.

2.2 Restrictions. Except as expressly permitted under this Policy or by applicable law, you shall not, and shall not permit any third party to:

• Use the Applications for any purpose other than the security purposes for which they are intended;
• Copy, modify, create derivative works of, decompile, disassemble, reverse engineer, or attempt to derive the source code of the Applications;
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Applications to any third party;
• Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) from the Applications or any documentation relating to the Applications;
• Use the Applications in any manner that could disable, overburden, damage, or impair the Applications or interfere with any other party's use of the Applications;
• Use any robot, spider, or other automatic device, process, or means to access the Applications for any purpose, including monitoring or copying any of the material on the Applications;
• Introduce any viruses, trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful to the Applications;
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Applications, the server on which the Applications are stored, or any server, computer, or database connected to the Applications;
• Attack the Applications via a denial-of-service attack or a distributed denial-of-service attack;
• Otherwise attempt to interfere with the proper working of the Applications.

2.3 Reservation of Rights. OptiArms reserves all rights not expressly granted to you in this Policy. The Applications are licensed, not sold, to you. You do not acquire any ownership interest in the Applications under this Policy, or any other rights thereto other than to use the Applications in accordance with the license granted.

3. ACCOUNT REGISTRATION AND ACCESS CONTROLS

3.1 User Registration. Access to the Applications requires registration of individual user accounts. Each Authorized User must register using their corporate email address and complete all required registration fields with accurate, complete, and current information. OptiArms reserves the right to verify the identity and affiliation of any person seeking to register as an Authorized User.

3.2 Access Credentials. Upon completion of registration, each Authorized User will receive or create unique access credentials. These credentials are strictly confidential and may not be shared with or transferred to any other individual under any circumstances. Each Authorized User is responsible for maintaining the strict confidentiality of their access credentials and for all activities that occur under their account.

3.3 Security Obligations. Each Authorized User must:

• Create strong passwords that comply with OptiArms' password requirements (minimum 12 characters, including uppercase letters, lowercase letters, numbers, and special characters);
• Enable and use multi-factor authentication when available;
• Log out from the Applications when not in active use;
• Not use the same password used for other services;
• Change passwords at least every 90 days;
• Never share access credentials with any other individuals, including colleagues within the same organization;
• Immediately report any suspected unauthorized access or security breach to both their organization's security team and OptiArms;
• Comply with any additional security measures implemented by OptiArms from time to time.

3.4 Administrator Accounts. Designated Administrators have heightened responsibilities and must exercise additional caution in managing their access credentials and administrative functions. Designated Administrators must:

• Maintain comprehensive records of all user accounts they create or manage;
• Promptly remove access for users who no longer require it;
• Regularly review user access permissions to ensure they align with current roles and responsibilities;
• Configure appropriate access controls and permissions based on the principle of least privilege;
• Monitor for and investigate unusual login activity or potential security breaches;
• Complete any additional training provided by OptiArms for administrative functions.

3.5 Account Security Auditing. OptiArms reserves the right to audit account activity, access controls, and security configurations at any time to ensure compliance with this Policy. Such audits may include but are not limited to reviewing login history, session duration, feature usage, permission changes, and configuration modifications. OptiArms will provide reasonable notice before conducting audits unless security concerns dictate immediate action.

4. ACCEPTABLE USE POLICY

4.1 Permitted Uses. The Applications are designed solely for the purpose of enhancing security operations through weapon detection, threat analysis, and related security functions. Authorized Users may only use the Applications for the following permitted purposes:

• Detecting and responding to weapons and security threats in real-time;
• Conducting security assessments and drills;
• Configuring and managing security alerts and notifications;
• Monitoring and analyzing security metrics and performance;
• Training security personnel on system operation;
• Administering user accounts and system settings consistent with security operations;
• Integrating with other authorized security systems in accordance with OptiArms documentation.

4.2 Prohibited Uses. In addition to the restrictions outlined in Section 2.2, Authorized Users shall not use the Applications to:

• Conduct general surveillance unrelated to weapon detection or security threat identification;
• Monitor, track, or profile individuals for purposes unrelated to immediate security threats;
• Collect, store, or process personal information beyond what is strictly necessary for security operations;
• Discriminate against individuals or groups based on race, gender, religion, national origin, disability, sexual orientation, or other protected characteristics;
• Violate any individual's privacy rights or civil liberties;
• Create, store, or transmit content that is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another's privacy, or otherwise objectionable;
• Interfere with or disrupt the integrity or performance of the Applications;
• Attempt to circumvent or disable any security, anti-piracy, or other technological features of the Applications;
• Use the Applications in violation of any applicable local, state, national, or international law or regulation.

4.3 Compliance with Laws. Authorized Users must comply with all applicable laws, regulations, and industry standards related to security operations, privacy, data protection, surveillance, and use of artificial intelligence technologies, including but not limited to:

• Federal, state, and local privacy laws;
• Biometric information privacy laws;
• Video surveillance regulations;
• Industry-specific security and privacy regulations (e.g., HIPAA for healthcare facilities, FERPA for educational institutions);
• Export control regulations;
• Laws regarding the use of artificial intelligence and automated decision-making systems.

4.4 Ethical Use Requirements. Beyond legal compliance, OptiArms expects all users to adhere to ethical standards in the use of the Applications, including:

• Respecting the dignity and rights of all individuals;
• Using the technology in a manner that is transparent to relevant stakeholders;
• Considering the potential impacts on different communities and populations;
• Maintaining human oversight of automated detection systems;
• Using the Applications as a tool to support, not replace, human security personnel;
• Following organizational security policies and procedures.

4.5 Reporting Misuse. If you become aware of any use of the Applications that violates this Acceptable Use Policy, you must immediately report such misuse to OptiArms via email at compliance@optiarms.com.

5. TECHNICAL REQUIREMENTS AND COMPLIANCE

5.1 Mobile Application Requirements. OptiArms mobile applications require the following minimum specifications:

• Operating System: iOS 14.0 or later / Android 10.0 or later;
• Memory: Minimum 4GB RAM recommended for optimal performance;
• Storage: At least 500MB of available storage space;
• Network: Reliable high-speed internet connection (minimum 5 Mbps download/2 Mbps upload);
• Push notifications: Must be enabled for critical security alerts;
• Location services: Must be enabled when required for facility mapping and alert localization;
• Camera access: Required for certain authentication and documentation features;
• Device security: Device must have screen lock enabled and be free from malware;
• Mobile Device Management (MDM): For enterprise deployments, compatible with standard MDM solutions.

Devices that do not meet these requirements may experience limited functionality, reduced performance, or may not be compatible with the Applications. OptiArms reserves the right to update these requirements as technology evolves.

5.2 Web Application Requirements. OptiArms web applications require:

• Browser: Latest version of Google Chrome, Mozilla Firefox, Microsoft Edge, or Apple Safari;
• JavaScript: Must be enabled;
• Cookies: Must be enabled for authentication and session management;
• Display: Minimum resolution of 1280x720px, with 1920x1080px or higher recommended;
• Network: Reliable high-speed internet connection (minimum 10 Mbps download/5 Mbps upload);
• Security: TLS 1.2 or higher support required;
• Hardware: Modern processor with at least 8GB of system RAM recommended.

5.3 Edge Computing Requirements. For OptiArms edge computing applications deployed on local hardware:

• Hardware must meet minimum specifications provided by OptiArms in the Edge Device Certification document;
• Certified hardware configurations must be used without unauthorized modification;
• Edge Devices must be dedicated solely to OptiArms applications unless otherwise approved in writing;
• Applications must maintain a persistent connection to the OptiArms cloud service for updates, monitoring, and alert transmission;
• Physical access to Edge Devices must be restricted to authorized personnel only;
• Edge Devices must be placed in secure locations with appropriate environmental controls;
• Local network configuration must follow OptiArms Network Security Guidelines;
• Edge Devices must be connected to an uninterruptible power supply;
• Operating system and firmware updates must be applied within 30 days of release or as otherwise specified by OptiArms;
• Network traffic between Edge Devices and the OptiArms cloud must be encrypted using approved methods.

5.4 Compliance Verification. OptiArms reserves the right to verify compliance with these technical requirements through automated system checks, remote diagnostics, and periodic compliance scans. Authorized Organizations are required to cooperate with reasonable requests to verify compliance and to remedy any identified deficiencies promptly.

5.5 Security Baseline Requirements. All devices and systems used to access the Applications must maintain a security baseline that includes:

• Current antivirus and anti-malware protection;
• Current operating system security patches;
• Firewall protection;
• Disk encryption for mobile devices;
• Automatic screen locking after a period of inactivity;
• Restricted administrative privileges.

6. DATA COLLECTION, PROCESSING, AND PRIVACY

6.1 Data Processing Overview. OptiArms Applications collect and process various types of data to deliver security services. By using the Applications, you acknowledge and consent to the data processing practices described in this section and in our comprehensive Privacy Policy.

6.2 Categories of Data Processed. The Applications may collect and process the following categories of data:

• Video and Image Data: Video feeds from security cameras, still images captured during alert events, and visual data necessary for weapon detection and threat assessment;
• Alert Data: Information about detected threats, including timestamp, location, confidence scores, and related metadata;
• User Account Data: Information necessary to create and maintain user accounts, including name, email address, organization affiliation, and role;
• Authentication Data: Login credentials, session tokens, and multi-factor authentication data;
• Facility Data: Information about protected facilities, including floor plans, camera placements, and security zone configurations;
• Usage Data: Information about how the Applications are used, including features accessed, actions taken, and operational patterns;
• Device Data: Information about devices used to access the Applications, including device type, operating system, browser type, IP address, and device identifiers;
• Performance Data: Metrics related to Application performance, error logs, and diagnostic information;
• Communications Data: Records of communications between users and OptiArms, including support requests and feedback.

6.3 Data Processing Principles. OptiArms adheres to the following principles in processing data:

• Edge-First Processing: Video data is processed primarily on Edge Devices with only essential alert information transmitted to the cloud service, minimizing unnecessary data transmission;
• Data Minimization: Only data that is necessary for the proper functioning of the Applications and delivery of security services is collected;
• Purpose Limitation: Data is processed only for the specific purposes for which it was collected, as described in this Policy;
• Security by Design: Technical and organizational measures are implemented to protect data throughout its lifecycle;
• Retention Limitation: Data is retained only for as long as necessary to fulfill the purposes for which it was collected, after which it is securely deleted or anonymized;
• Transparency: Clear information is provided about data processing practices.

6.4 Specific Data Processing Activities.

• Video Processing: Video feeds are analyzed in real-time on Edge Devices using OptiArms' proprietary AI algorithms to detect weapons and security threats. Full video streams are not continuously transmitted to OptiArms cloud servers;
• Alert Data Processing: When a potential threat is detected, alert data, including relevant images and metadata, is sent to the OptiArms cloud service for verification and notification purposes;
• User Authentication: User credentials and authentication data are processed to verify identity and manage access permissions;
• Analytics: Usage and performance data are analyzed to improve the Applications, optimize detection algorithms, and enhance user experience;
• Support Services: User communications and relevant data are processed to provide technical support and resolve issues.

6.5 Data Security Measures. OptiArms implements appropriate technical and organizational measures to protect the security and confidentiality of data processed by the Applications, including:

• Encryption of data in transit and at rest;
• Access controls and authentication mechanisms;
• Regular security assessments and penetration testing;
• Employee training on data security and privacy;
• Incident response procedures;
• Physical security measures for OptiArms facilities;
• Continuous monitoring for unauthorized access or data breaches.

6.6 Data Sharing. OptiArms may share data with the following categories of recipients:

• Service Providers: Third-party service providers that assist in delivering and supporting the Applications;
• Authorized Organization: Data relevant to an Authorized Organization's facilities and security operations is accessible to that organization's Designated Administrators;
• Law Enforcement: Data may be shared with law enforcement authorities when required by law or when necessary to protect rights, safety, or property;
• Corporate Transactions: In connection with a merger, acquisition, or sale of assets, data may be transferred as part of the transaction.

6.7 User Rights and Choices. Depending on applicable law, users may have certain rights regarding their personal data, including the right to access, correct, delete, or restrict processing of their personal data. For information about how to exercise these rights, please refer to our Privacy Policy or contact our Data Protection Officer at privacy@optiarms.com.

6.8 Data Retention. Different categories of data are subject to different retention periods, as follows:

• Alert data: Retained for 90 days by default, with custom retention periods available per organizational requirements and applicable law;
• User account data: Retained for the duration of the account plus 180 days after account closure;
• Authentication logs: Retained for 12 months for security and audit purposes;
• Usage data: Retained in identifiable form for 24 months, after which it is anonymized;
• Communications data: Retained for the duration of the support case plus 24 months.

6.9 International Data Transfers. OptiArms may transfer data to countries other than the country in which it was originally collected. In such cases, OptiArms implements appropriate safeguards to protect the data, such as Standard Contractual Clauses or other legally recognized transfer mechanisms.

6.10 Privacy Compliance. Authorized Organizations are responsible for ensuring that their use of the Applications complies with applicable privacy laws and regulations in their jurisdiction. This includes providing appropriate notices to individuals regarding security monitoring and obtaining any necessary consents.

7. SECURITY REQUIREMENTS AND PROTOCOLS

7.1 Security Framework Compliance. OptiArms Applications are designed and operated in accordance with industry-standard security frameworks, including NIST Cybersecurity Framework, ISO 27001, and SOC 2 Type II. Authorized Organizations must implement complementary security controls to ensure the overall security of the system.

7.2 Security Responsibilities. Security responsibilities are shared between OptiArms and Authorized Organizations as follows:

• OptiArms Responsibilities:
  • Maintaining the security of the Applications and cloud infrastructure;
  • Implementing encryption for data in transit and at rest;
  • Regular security testing and vulnerability management;
  • Providing security updates and patches;
  • Monitoring for security incidents affecting the Applications;
  • Maintaining a security incident response program.
• Authorized Organization Responsibilities:
  • Securing the network environment in which Edge Devices operate;
  • Maintaining physical security of Edge Devices;
  • Managing user access and permissions appropriately;
  • Ensuring proper configuration of security settings;
  • Training users on security best practices;
  • Promptly applying security updates;
  • Reporting security incidents promptly.

7.3 Network Security Requirements. Networks on which OptiArms Applications operate must implement the following security controls:

• Network segmentation with Edge Devices on a separate network segment;
• Firewall configuration to restrict unnecessary inbound and outbound traffic;
• Intrusion detection/prevention systems;
• Encryption for all network traffic related to the Applications;
• Regular network security scanning;
• Secure remote access methods for administration;
• Network time synchronization to ensure accurate event timestamps.

7.4 Device Security Requirements. All devices used to access the Applications must:

• Be under the management control of the Authorized Organization;
• Have current security patches applied;
• Use endpoint protection software;
• Implement device encryption;
• Have automatic screen locking enabled;
• Not be jailbroken, rooted, or otherwise compromised;
• Be configured to comply with the Authorized Organization's security policies.

7.5 Physical Security Requirements. Edge Devices must be physically secured by:

• Placing them in locked enclosures or secured rooms;
• Restricting physical access to authorized personnel only;
• Implementing environmental controls to ensure proper operating conditions;
• Using tamper-evident seals where appropriate;
• Maintaining logs of physical access;
• Including Edge Devices in physical security inspection routines.

7.6 Security Configurations. Authorized Organizations must configure the Applications in accordance with OptiArms' Security Configuration Guidelines, which are available to Designated Administrators through the Administration Portal. These guidelines include recommended settings for access controls, authentication, audit logging, and other security parameters.

7.7 Security Assessments. OptiArms recommends that Authorized Organizations conduct regular security assessments of their implementation of the Applications, including:

• Vulnerability scans of network segments containing Edge Devices;
• Review of access permissions and user accounts;
• Validation of security configurations;
• Testing of incident response procedures.

8. INCIDENT RESPONSE AND REPORTING

8.1 Security Incident Types. This section addresses response procedures for two categories of security incidents:

• Weapon Detection Incidents: Events where the Applications detect potential weapons or security threats requiring immediate response;
• System Security Incidents: Events involving potential security breaches, unauthorized access, or other security issues affecting the Applications themselves.

8.2 Weapon Detection Incident Response. In the event that the Applications detect a potential weapon or security threat:

• Authorized Users must follow their organization's established emergency response protocols;
• Do not interfere with or disable automated alert processes;
• Use the Applications only as directed in the OptiArms Emergency Response Guide;
• Document all actions taken through the Applications in accordance with organizational policies;
• Preserve relevant data for subsequent analysis and legal purposes;
• Participate in post-incident reviews when requested.

8.3 System Security Incident Response. If a security incident affecting the Applications themselves is detected or suspected:

• Immediately report the incident to both your organization's security team and OptiArms via the Security Incident Reporting Portal or by contacting security@optiarms.com;
• Provide detailed information about the incident, including the date, time, affected systems, and nature of the incident;
• Take immediate steps to contain the incident if safe and appropriate to do so;
• Preserve evidence related to the incident;
• Cooperate with OptiArms and security authorities in the investigation of the incident;
• Do not discuss the incident publicly or with unauthorized individuals.

8.4 OptiArms Security Incident Response Process. Upon notification of a system security incident, OptiArms will:

• Acknowledge receipt of the notification within 24 hours;
• Assign an incident severity level based on the potential impact;
• Initiate investigation and response procedures appropriate to the severity level;
• Implement containment, eradication, and recovery measures as necessary;
• Provide regular updates to affected Authorized Organizations;
• Conduct a post-incident analysis to prevent similar incidents;
• Prepare an incident report documenting the incident and response actions.

8.5 Incident Response Times. OptiArms commits to the following target response times for system security incidents, based on severity:

• Critical: Initial response within 1 hour, containment efforts initiated within 4 hours;
• High: Initial response within 4 hours, containment efforts initiated within 8 hours;
• Medium: Initial response within 8 hours, containment efforts initiated within 24 hours;
• Low: Initial response within 24 hours, containment efforts initiated within 48 hours.

8.6 Security Incident Documentation and Notification. OptiArms will document all system security incidents affecting the Applications and will notify affected Authorized Organizations as required by applicable law and contractual obligations. Notifications will include information about the nature of the incident, affected data or systems, measures taken to address the incident, and steps users should take to protect themselves.

8.7 Cooperation with Law Enforcement. In the event of a security incident involving criminal activity, OptiArms will cooperate with law enforcement authorities as required by law. Authorized Organizations may also be required to cooperate with such investigations.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Ownership of Applications. The Applications, including all content, features, functionality, code, algorithms, user interfaces, look and feel, designs, and intellectual property embodied therein, are owned by OptiArms or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

9.2 License Limitations. The license granted under Section 2 of this Policy does not convey any ownership rights or interests in the Applications. You acknowledge and agree that you do not acquire any ownership rights to the Applications or any intellectual property rights embodied therein by accessing or using the Applications.

9.3 Restrictions on Use of Intellectual Property. Except as expressly permitted under this Policy or by applicable law, you shall not, and shall not permit any third party to:

• Copy, reproduce, modify, create derivative works of, or distribute the Applications or any portion thereof;
• Reverse engineer, disassemble, decompile, or attempt to derive the source code or algorithms of the Applications;
• Rent, lease, lend, sell, sublicense, assign, distribute, publish, or transfer the Applications;
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices from the Applications;
• Use any OptiArms trademarks, logos, service marks, trade names, or other branding without prior written permission;
• Apply for any patent or register any trademark, copyright, or other proprietary rights that encompass or incorporate any OptiArms intellectual property;
• Use the Applications in any manner that would suggest an endorsement, partnership, or other relationship with OptiArms, unless such relationship exists and is documented in a separate written agreement;
• Use the Applications to develop a competing product or service.

9.4 Feedback and Suggestions. If you provide OptiArms with any feedback, suggestions, recommendations, or other input regarding the Applications ("Feedback"), you grant OptiArms an irrevocable, perpetual, worldwide, non-exclusive, fully-paid, royalty-free, sublicensable, and transferable license to use, reproduce, modify, create derivative works of, distribute, and otherwise exploit such Feedback in any manner for any purpose, without any obligation to you.

9.5 Third-Party Intellectual Property. The Applications may incorporate third-party software, technology, or other intellectual property that is licensed to OptiArms. You agree to comply with any additional terms and conditions that may apply to such third-party components.

9.6 Copyright Infringement Claims. If you believe that any content within the Applications infringes your copyright, please notify OptiArms' Copyright Agent at copyright@optiarms.com with the following information:

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the material that is claimed to be infringing and where it is located in the Applications;
• Your contact information, including address, telephone number, and email address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;
• A statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or are authorized to act on behalf of the owner.

10. LIMITATION OF LIABILITY

10.1 Disclaimer of Warranties. THE APPLICATIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, OPTIARMS EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. OPTIARMS MAKES NO WARRANTY THAT THE APPLICATIONS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. OPTIARMS MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT OBTAINED THROUGH THE APPLICATIONS.

10.2 Assumption of Risk. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE APPLICATIONS IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT THE APPLICATIONS ARE DESIGNED AS SECURITY TOOLS THAT MAY HELP DETECT CERTAIN THREATS BUT CANNOT GUARANTEE THE DETECTION OF ALL THREATS OR THE PREVENTION OF ALL SECURITY INCIDENTS. YOU AGREE THAT OPTIARMS SHALL NOT BE RESPONSIBLE FOR ANY FAILURE TO IDENTIFY A SECURITY THREAT OR PREVENT A SECURITY INCIDENT.

10.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OPTIARMS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE APPLICATIONS;
• ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE APPLICATIONS;
• ANY CONTENT OBTAINED FROM THE APPLICATIONS;
• UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT;
• ANY FAILURE TO DETECT A SECURITY THREAT OR PREVENT A SECURITY INCIDENT;
• ANY MATTER OTHERWISE RELATED TO THE APPLICATIONS;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT OPTIARMS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10.4 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPTIARMS' TOTAL LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS POLICY OR YOUR USE OF THE APPLICATIONS, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE GREATER OF (A) THE AMOUNT ACTUALLY PAID BY YOUR ORGANIZATION TO OPTIARMS FOR ACCESS TO AND USE OF THE APPLICATIONS IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) $1,000.

10.5 Exclusions. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OPTIARMS AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

11. INDEMNIFICATION

11.1 Indemnification by Authorized Users. You agree to defend, indemnify, and hold harmless OptiArms, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of this Policy;
• Your use of the Applications in a manner not authorized by this Policy;
• Your violation of applicable laws or regulations;
• Your violation of any third-party rights, including intellectual property rights or privacy rights;
• Any content you submit to or through the Applications;
• Any misuse of your account credentials;
• Any actions taken or not taken in response to information provided by the Applications.

11.2 Defense Obligations. If OptiArms is subject to a claim, suit, or proceeding for which you are obligated to indemnify OptiArms under this section, OptiArms will:

• Promptly notify you in writing of the claim, suit, or proceeding;
• Give you sole control of the defense and settlement of the claim, suit, or proceeding (provided that you may not settle any claim, suit, or proceeding unless the settlement unconditionally releases OptiArms of all liability);
• Provide to you all reasonable assistance, at your expense.

12. TERMINATION AND SUSPENSION

12.1 Termination by OptiArms. OptiArms may terminate or suspend your access to all or any part of the Applications at any time, with or without cause, with or without notice, effective immediately, including but not limited to if:

• You violate any provision of this Policy;
• You use the Applications in a manner that could cause legal liability for OptiArms;
• You are no longer affiliated with an Authorized Organization;
• The agreement between OptiArms and the Authorized Organization has expired or been terminated;
• OptiArms believes, in its sole discretion, that your actions or inactions may cause harm to OptiArms, the Applications, other users, or third parties.

12.2 Termination by You. You may terminate your use of the Applications by ceasing all use of the Applications and, if applicable, requesting that your user account be deactivated by contacting your organization's Designated Administrator.

12.3 Effect of Termination. Upon termination of your access to the Applications:

• Your right to access and use the Applications will immediately cease;
• Your user account may be deactivated;
• All licenses granted to you under this Policy will terminate;
• You must cease all use of the Applications;
• You must return or destroy all copies of any documentation or other materials related to the Applications in your possession or control.

12.4 Survival. All provisions of this Policy that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, indemnification obligations, and dispute resolution provisions.

13. POLICY MODIFICATIONS

13.1 Updates to the Policy. OptiArms reserves the right, at its sole discretion, to modify or replace this Policy at any time. The most current version of the Policy will be posted on the OptiArms website and, where appropriate, notified to users through the Applications.

13.2 Notice of Material Changes. OptiArms will provide reasonable notice of any material changes to this Policy through one or more of the following methods:

• In-application notifications;
• Email notifications to Designated Administrators;
• Notices on the OptiArms website;
• Other communication methods deemed appropriate by OptiArms.

13.3 Continued Use. Your continued use of the Applications after the effective date of any revised Policy constitutes your acceptance of and agreement to be bound by the revised Policy. If you do not agree to the new terms, you must stop using the Applications.

13.4 Archive of Previous Versions. Previous versions of this Policy will be archived and made available upon request to legal@optiarms.com.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law. This Policy and your use of the Applications shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule.

14.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Policy or your use of the Applications shall be resolved as follows:

14.3 Informal Resolution. Before initiating any formal legal proceeding, you agree to first contact OptiArms directly and attempt to resolve the dispute informally by sending a written notice of your claim to OptiArms at legal@optiarms.com. The notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. OptiArms will make good faith efforts to resolve the claim directly with you.

14.4 Formal Proceedings. If the dispute cannot be resolved through informal means within 60 days of receipt of the written notice, either party may initiate formal legal proceedings. Any suit, action, or proceeding arising out of or related to this Policy shall be commenced exclusively in the federal courts of the United States or the courts of the State of Ohio, in each case located in the City of Canton and County of Stark. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

14.5 Class Action Waiver. YOU AND OPTIARMS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15. MISCELLANEOUS PROVISIONS

15.1 Entire Agreement. This Policy, together with any other agreements between OptiArms and the Authorized Organization, constitutes the sole and entire agreement between you and OptiArms regarding the Applications and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Applications.

15.2 Severability. If any provision of this Policy is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Policy will continue in full force and effect.

15.3 No Waiver. No waiver by OptiArms of any term or condition set out in this Policy shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of OptiArms to assert a right or provision under this Policy shall not constitute a waiver of such right or provision.

15.4 Assignment. You may not assign or transfer this Policy, by operation of law or otherwise, without OptiArms' prior written consent. Any attempt by you to assign or transfer this Policy without such consent shall be null and of no effect. OptiArms may assign or transfer this Policy, in its sole discretion, without restriction.

15.5 Notices. All notices, requests, demands, and other communications under this Policy shall be in writing and shall be deemed to have been duly given when delivered personally, when sent by confirmed electronic mail, or three (3) days after being mailed by certified or registered mail, return receipt requested, to the address specified by the recipient.

15.6 Force Majeure. OptiArms shall not be liable or responsible to you, nor be deemed to have defaulted or breached this Policy, for any failure or delay in fulfilling or performing any term of this Policy when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of OptiArms, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities, terrorist threats or acts, riot or other civil unrest, national emergency, epidemic, pandemic, lockouts, strikes or other labor disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.

15.7 Contact Information. Questions or comments about this Policy may be directed to OptiArms at legal@optiarms.com or by mail to: OptiArms, Inc., 6545 MARKET AVE N STE 100, CANTON, OH 44721, USA.

Last Updated: May 10, 2024