Terms and Conditions

1. About these Terms

These Terms and Conditions (the "Terms") govern your access to and use of the Ezybandz website, online store, mobile application, connected wearable devices, accessories, subscriptions and related products and services (together, the "Services") made available by Ezybandz Inc., a corporation organized under the laws of the State of Texas, with its principal place of business in Magnolia, Texas, United States ("Ezybandz," "we," "us" or "our").

By accessing our website, creating an account, placing an order, activating a device, downloading or using our app, or subscribing to any paid plan, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Services.

These Terms include and incorporate the health, safety and emergency use provisions in Section 4, the connectivity and service availability provisions in Section 10, the disclaimers in Section 14, the limitation of liability in Section 15, the dispute resolution provisions in Section 19, and the regional terms in Section 21.

2. Eligibility and accounts

You must be at least 18 years of age and able to form a binding contract to purchase from us or hold an account. If you are under 18, you may only use the Services with the involvement and consent of a parent or legal guardian who agrees to be bound by these Terms.

Where you purchase, activate or administer a Service for another person, including a child, dependant or person you care for, you represent that you have the authority to do so and to enable alerts, notifications, emergency contacts and related functions on their behalf.

You must provide accurate, current and complete information, keep your login credentials secure, and promptly notify us of any unauthorized use of your account. We may suspend or restrict access to an account where reasonably necessary to protect our systems, comply with law, investigate misuse, prevent fraud, or respond to a security incident.

3. Services covered

These Terms apply to our website and online store; our mobile application and related software; GuardianOne and other connected devices and accessories; subscription plans and recurring services; digital content, monitoring functions, notifications and alerts; and customer support and related services.

Additional product specific terms, subscription terms, promotion terms, enterprise terms or integration terms may apply and prevail to the extent of any inconsistency with these Terms for the relevant Service.

4. Health, safety and emergency use; assumption of risk

Ezybandz products and services are designed to support personal safety, awareness, communication and information sharing directed by the user. They are not medical devices and are not intended to diagnose, treat, cure, prevent or monitor any disease or medical condition. They are not a substitute for professional medical care, clinical supervision, caregiving, emergency response services, or your own safety precautions.

No monitoring or emergency response service

Ezybandz is a technology provider. We are not an emergency response service, medical alarm service, alarm monitoring or dispatch service, security service or care provider.

Unless you have separately purchased a monitoring service from us in writing, we do not monitor, review, verify, triage, escalate or respond to any SOS event, fall event, geofence event, inactivity event, location update or other information generated by a device or the Services, and we do not contact emergency services on your behalf.

No voice communication

GuardianOne has no speaker and no microphone. It cannot be used to make or receive telephone calls, cannot be used to speak with an emergency operator or with any other person, and does not provide two way voice communication of any kind.

Assumption of risk

GuardianOne and the Services must not be relied upon as the sole means of obtaining emergency assistance.

In an emergency, you and your contacts must contact the applicable local emergency services directly, such as 911 in the United States, 000 in Australia or 999 in the United Kingdom, and must not rely solely on an Ezybandz product, alert or notification.

5. Orders

An order placed through our website, app or an approved sales channel is an offer by you to purchase the relevant product or service. Orders are subject to acceptance by us, and a binding contract is formed only when we issue an order confirmation.

We may decline or cancel an order where the product or service is unavailable; there is a pricing or description error; payment cannot be processed; we reasonably suspect fraud, misuse or unlawful activity; or the order would breach these Terms or applicable law.

6. Pricing, taxes and payment

Prices are shown in the currency specified at checkout. Unless stated otherwise, prices do not include sales tax, use tax, VAT, GST, customs duties or import charges, which are your responsibility where they apply.

You authorize us and our payment service providers to charge your nominated payment method for all amounts due in connection with your order or subscription. If payment is not received or is reversed, we may suspend the Service, withhold shipment, cancel the order, or recover the unpaid amount.

7. Subscriptions and automatic renewal

Subscriptions renew automatically for successive billing periods until cancelled. You may cancel at any time through your account settings. Cancellation takes effect at the end of the current billing period.

If a subscription is suspended, cancelled, expires, or is not paid when due, the associated device will stop transmitting data and alerts, and SOS, fall detection, location, geofence, inactivity and notification functions will stop working.

You must not rely on a device or the Services at any time when the subscription for that device is not active.

8. Delivery, title and risk

Delivery timeframes are estimates only and are subject to carrier delays, stock availability, customs processing and events beyond our reasonable control. Risk of loss passes to you on delivery. Title passes once full payment has been received and the goods have been delivered.

9. Returns, faults and limited warranty

If you believe a product is faulty, damaged, incorrect or not as described, contact us as soon as reasonably possible. Any express limited warranty is set out in the warranty document supplied with the product or made available on our website.

Statutory rights. Nothing in these Terms excludes, restricts or modifies any right or remedy you have that cannot lawfully be excluded, restricted or modified. Consumers in Australia and the United Kingdom should also read Section 21.

10. Software, connectivity and service availability

Cellular and data coverage is not available in every location and may vary or cease without notice. GuardianOne relies on wireless telecommunications networks and other third party infrastructure. We do not own or control many of these networks and services.

We do not guarantee continuous, uninterrupted or error free cellular or data connectivity, or that coverage will be available at any particular address, location, building, region or country.

If a carrier or roaming provider retires, restricts or ceases to support a network technology, frequency band or roaming arrangement used by a device in a country or region, the device may lose the ability to connect and may cease to function in that country or region, temporarily or permanently.

Location information provided by the Services is approximate and may be delayed, stale or materially inaccurate. Location information must not be relied on as a precise or current indication of the location of a device or of any person.

11. Acceptable use

You must not:

• use the Services in breach of any law;
• interfere with the operation, security or integrity of our systems;
• attempt to gain unauthorized access to accounts, data, networks or software;
• upload or transmit malicious code;
• misuse alerts, emergency features or communications functions;
• alter, disable or tamper with a device, its firmware, its subscriber identity module or its connectivity configuration; or
• use the Services for fraudulent, abusive or unlawful purposes.

12. Privacy and data use

Our collection, use, storage and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

By using the Services, you acknowledge that we may collect and process information such as account details, device identifiers, usage data, billing information, support records, device event data, and, where enabled by you or the user, location, alert and monitoring data.

Where you purchase or administer a Service for another person, you are responsible for obtaining any authority or consent required to provide their information to us and to enable monitoring, notifications, emergency contacts or similar functions.

Communications and consent

By providing a mobile number or email address for yourself or for a notification contact, you consent, and you confirm that the contact has consented, to receive service and transaction messages from us by SMS, push notification and email, including alerts, device status messages, account messages and service notices.

Message and data rates may apply. Consent to service and transaction messages is a condition of using the alert and notification features, and it cannot be withdrawn without disabling those features for the relevant recipient.

Marketing messages are sent only where separate consent has been given and can be stopped at any time using the unsubscribe method described in the message.

Please review our Privacy Policy carefully before using the Services.

13. Intellectual property

All intellectual property rights in our website, app, software, firmware, content, branding, designs, documentation and related materials remain owned by us or our licensors.

We grant you a limited, nonexclusive, nontransferable, revocable license to use our website, app and software for your personal or internal business use in connection with authorized use of the Services.

You must not copy, modify, distribute, commercialize, reverse engineer or create derivative works from our materials except as permitted by law or with our prior written consent.

14. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

Without limiting the above, we do not warrant or guarantee:

• uninterrupted, continuous or error free availability of the website, app, platform, device or Services;
• continuous cellular, data, internet, GPS, GNSS or other network connectivity;
• cellular coverage or signal availability at any particular location or time;
• that data transmission delays, interruptions, outages or failures will not occur;
• that a device will always establish or maintain a connection to a telecommunications network or other required service;
• that any SOS event, fall alert, geofence alert, location update, device status message or other data will always be transmitted;
• that an alert or notification will always be received, displayed, read or acted upon by its intended recipient;
• that information generated during an interruption will subsequently be retransmitted or delivered;
• that location information will be accurate, current or precise;
• that third party networks, carriers, cloud infrastructure, positioning systems, messaging services or notification providers will remain available or error free; or
• that any product or service is suitable for a particular purpose not expressly confirmed by us in writing.

Informational content we make available is general in nature and is not medical, clinical, emergency or legal advice.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you and you may have additional statutory rights. See Section 21.

15. Limitation of liability

To the maximum extent permitted by applicable law:

• we will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill, opportunity or use, arising out of or relating to the Services, even if we have been advised of the possibility of such damages;
• we will not be liable for loss or harm arising from misuse of a product, failure to charge or maintain a device, failure to follow instructions, failure to maintain an active subscription, unauthorized modification, battery depletion, or use of the Services contrary to these Terms or to applicable instructions;
• we will not be liable for loss or harm arising from or contributed to by a telecommunications carrier outage, lack or loss of cellular coverage, weak or degraded signal, network congestion, roaming unavailability, retirement of or change to a network technology or frequency band, internet or data network interruption, GPS or GNSS unavailability or inaccuracy, cloud or hosting outage, messaging service failure, notification service failure, third party service failure, service interruption, or another circumstance outside our reasonable control;
• without limiting the paragraph above, we will not be liable for the failure, delay, interruption or nondelivery of device data, an SOS event, fall alert, geofence alert, location communication, inactivity event, device status message or other alert or notification where that failure, delay, interruption or nondelivery results from or is contributed to by a third party network, telecommunications service, internet service, positioning service, cloud service, messaging service, notification service, the recipient's own device, service or settings, or another circumstance outside our reasonable control; and
• our total aggregate liability arising out of or relating to the Services will not exceed the greater of (i) the total amount you paid to us for the product or service giving rise to the claim in the twelve (12) months before the event giving rise to the claim, and (ii) two hundred fifty US dollars (US$250).

This limitation applies whether a claim arises in contract, tort, including negligence, under statute or otherwise, and survives any failure of an essential purpose of a limited remedy.

The allocation of risk in this Section is an essential part of the basis on which we provide the Services, and is reflected in the price of the products and subscriptions.

Persons protected

The disclaimers, exclusions, limitations and caps in Sections 4, 10, 14 and 15 apply for the benefit of Ezybandz, our related bodies corporate and affiliates, and our and their directors, officers, employees, contractors, agents, suppliers, licensors, connectivity providers, telecommunications carriers, distributors and resellers. Each of those persons may rely on and enforce those provisions.

Exceptions

Nothing in these Terms excludes, restricts or limits any liability, consumer guarantee, right or remedy that cannot lawfully be excluded, restricted or limited under the law that applies to you.

Where applicable law does not permit us to exclude or limit liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for gross negligence or willful misconduct, nothing in this Section excludes or limits that liability.

16. Indemnity

To the extent permitted by law, you will indemnify us against losses, claims, damages, liabilities, costs and expenses reasonably incurred by us arising from:

• your misuse of the Services;
• your breach of these Terms;
• your infringement of another person's rights; or
• your failure to obtain any authority or consent required where you purchase, activate or manage a Service for another person, or where you nominate a notification contact,

except to the extent the loss was caused by our negligence, willful misconduct or breach of law.

17. Suspension and termination

You may stop using the Services at any time and may cancel your account or subscription in accordance with these Terms.

We may suspend or terminate your access, account, order or subscription where reasonably necessary if:

• you materially breach these Terms and the breach is not capable of remedy, or is not remedied within 14 days after notice;
• we reasonably suspect fraud, misuse, unlawful activity or a security threat;
• we are required to do so by law or a regulator; or
• continued supply is not reasonably possible due to events beyond our control.

We may discontinue a product or service for convenience on at least 30 days' notice, unless a shorter period is reasonably required for legal, security or safety reasons.

If we terminate a paid subscription for our convenience, we will provide a pro rata refund for any prepaid period not supplied, unless the termination resulted from your breach.

Termination does not affect accrued rights or payment obligations. Sections 4, 6, 9, 10, 12, 13, 14, 15, 16, 19, 20, 21 and 23 survive termination or expiry of these Terms, together with any other clause intended by its nature to survive.

18. Changes to the Services or these Terms

We may make reasonable changes to the Services and these Terms from time to time.

If we make a change that materially affects your rights or obligations, we will give notice by posting the updated Terms on our website, through the app, by email, or by another reasonable method.

The updated Terms apply from the date stated in the notice.

If you do not agree, you must stop using the affected Services and, where applicable, cancel before the changes take effect.

No change applies retrospectively to an accepted order unless required by law or agreed with you.

19. Dispute resolution, arbitration and class action waiver

Please read this Section carefully. It affects your legal rights. This Section applies to the maximum extent permitted by law and is subject to Section 21 for consumers in Australia and the United Kingdom.

Informal resolution first

Before starting an arbitration or court proceeding, you agree to first contact us at legal@ezybandz.com, describe the dispute and the relief you seek, and give us sixty (60) days to try to resolve the dispute informally.

Either party may seek urgent injunctive or equitable relief at any time where reasonably necessary to protect intellectual property, confidential information, privacy, data security, or other rights requiring immediate protection.

United States users: binding arbitration

If you are ordinarily resident in the United States, and we cannot resolve a dispute informally, you and Ezybandz agree that any dispute, claim or controversy arising out of or relating to the Services or these Terms will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules then in effect, rather than in court, except as stated below.

The Federal Arbitration Act governs the interpretation and enforcement of this Section. The arbitrator will decide all issues except those reserved to a court under applicable law. Judgment on the award may be entered in any court of competent jurisdiction.

Unless you and we agree otherwise, any in person hearing will take place in the county in the United States where you reside, or another mutually agreed location.

Class action and jury trial waiver for United States users

If you are ordinarily resident in the United States, you and Ezybandz agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, representative or private attorney general proceeding.

The arbitrator may not consolidate more than one person's claims or preside over any form of representative, class or collective proceeding, except to the extent required by law.

If a court or arbitrator determines that this waiver is unenforceable as to a particular claim or request for relief, then that claim or request for relief will be severed and may proceed in a court of competent jurisdiction, and the remainder of this Section will continue to apply.

You and Ezybandz also waive any right to a jury trial to the extent permitted by law.

Coordinated filings

If twenty five (25) or more demands for arbitration raising substantially similar claims are filed against us by or with the assistance of the same law firm or coordinated group within a ninety (90) day period, the demands will be administered in batches of no more than fifty (50) demands, each batch resolved by a single arbitrator, with the parties cooperating in good faith on the selection of arbitrators and the sequencing of batches. Any applicable limitation period is tolled for demands awaiting assignment to a batch.

Exceptions

Nothing in this Section prevents either party from:

• bringing an individual claim in a small claims court if the claim is within that court's jurisdiction;
• seeking injunctive or equitable relief in a court of competent jurisdiction for misuse of intellectual property, breach of confidentiality, privacy or data security issues, or unauthorized access to systems or data; or
• bringing a claim where arbitration cannot lawfully be required.

20. Governing law

If you are ordinarily resident in the United States, these Terms are governed by the laws of the State of Texas. You submit to the exclusive jurisdiction of the courts in Montgomery County, Texas for any dispute not required to be resolved by arbitration.

21. Regional terms: Australia and the United Kingdom

Australian consumers

Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies any right or remedy you have under the Australian Consumer Law. Section 19 arbitration does not apply to Australian consumers. These Terms are governed by the law of your State or Territory of residence in Australia.

United Kingdom consumers

Goods supplied to you come with statutory rights under the Consumer Rights Act 2015. Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, or for fraud or fraudulent misrepresentation. Section 19 arbitration and class action waiver do not apply to UK consumers. These Terms are governed by the laws of England and Wales.

22. Third party services and links

We are not responsible for third party services, content, terms, availability or privacy practices. Telecommunications carriers, roaming providers, connectivity providers, mapping and positioning services, cloud and hosting providers, app platforms, SMS providers and notification providers used in connection with the Services are third party services for the purposes of this Section.

23. General

If any provision of these Terms is held invalid, illegal or unenforceable, it will be severed to the minimum extent necessary and the remaining provisions continue in full force.

Our failure to enforce a right does not waive that right.

You may not assign or transfer your rights or obligations under these Terms without our prior written consent.

We may assign or novate these Terms as part of a corporate restructure, sale of business, merger or transfer of assets, provided your rights are not materially reduced.

Events outside our reasonable control

We are not liable for any delay in performing, or failure to perform, any obligation under these Terms where it is caused by an event outside our reasonable control, including: natural events such as fire, flood, storm and earthquake; epidemic and pandemic; war, terrorism, riot and civil disturbance; strike and industrial action; government action, law, regulation, order or embargo; the failure, outage, congestion, degradation, maintenance, restriction, retirement or change of a telecommunications network, carrier, roaming arrangement, internet service, data network, positioning system, cloud or hosting service, messaging or notification service, app platform, or other third party service or infrastructure; power failure; cyber attack, denial of service attack and malicious code; supply chain and component shortages; and the act or omission of a third party we do not control.

Where an event outside our reasonable control materially affects a subscription for more than 60 consecutive days, either party may terminate the affected subscription on notice, and we will refund prepaid fees for the period not supplied.

Entire agreement

These Terms, together with any order confirmation, applicable product specific terms, warranty documents and our Privacy Policy, form the entire agreement between you and us in relation to the relevant Services.

24. Contact

For customer support, billing enquiries, subscription cancellation, warranty claims, privacy requests or notices under these Terms, please contact: