The following terms and conditions govern all use of, and services provided by, Higher Fire Life Safety Services, Inc. (hereinafter referred to as ‘Company’), and the HigherFireLSS.com website (hereinafter referred to as ‘the Website’) and all content, services, and products available at or through the Company or Website. The Website is owned and operated by Company. Use of the Website is only offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Higher Fire Life Safety Services' Privacy Policy) and procedures that may be published from time to time on the Website by Company (collectively, the ‘Agreement’). Please read this Agreement carefully before accessing or using the Website or Company services. By accessing or using any part of the Website, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by Company, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.

The content and training found on the Website is proprietary and protected by copyright. All rights are reserved. To protect you legally, you agree not to copy, distribute or share any of the content with anyone. Anyone wishing to view the training video must be approved by the Company and must come through the registration link provided.

• DEFINITIONS: “In writing” or “written document” means any written communication which has been signed by a person authorized to represent the party, including, without limitation, printed documents, facsimiles, e-mails and other electronic means of communication; “Loss” means all suits, claims, losses, errors, omissions, damages and expenses (including, without limitation, investigative costs, reasonable attorneys' fees and costs of suit) arising from all events or circumstances related to or in connection with the same general condition; “Site” means all premises where Services are made available electronically, in print or where physically performed under this Agreement.
• TERM & TERMINATION: This Agreement will commence upon the Effective Date and continue until terminated by either party. Company may terminate your access to all or any part of the Website at any time, with or without cause or penalty, with or without notice, effective immediately. Client will be responsible for payment for all Services rendered through the termination date. If you wish to terminate this Agreement or your HigherFireLSS.com account (if you have one), you may simply discontinue using the Website. Notwithstanding the foregoing, if you have a paid services account, such account can only be terminated by Company if you materially breach this Agreement and fail to cure such breach within ten (10) days from Company’s notice to you thereof; provided that, Company can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
• SCOPE OF SERVICES; PERSONNEL: (a) Company will only provide Services specified in this Agreement. Company will not be obligated to perform, and will bear no responsibility for, any Services or duties performed that are not expressly specified in this Agreement. Company does not accept overall responsibility for safety and security at the Site, and Company is not engaged as a security consultant. (b) Company is an independent contractor, and nothing in this Agreement creates a partnership or relationship of principal/agent or employer/employee. Personnel providing the Services are employees of Company or its contractors (Company may use contractors to provide some or all of the Services). Company may change such personnel at any time. If Client makes requested changes, Client will be solely responsible for, and will defend and indemnify Company against, any Loss arising from such changes.
• PAYMENT: Upon selecting or ordering a product or service from the Website, you agree to pay Company the applicable charges according to the payment schedules set for the selected product(s) or service(s) as these may range from one-time service fees to monthly and/or annual subscription fees requiring regularly scheduled automatic payments. Additional payment terms may be included in other communications. Subscription payments will be charged on a pre-pay basis when services or products are ordered on the day you order services and will cover the use of that service for a monthly or annual subscription period as indicated. Payments are not refundable. Unless you notify Company before the end of the applicable subscription period that you want to cancel a subscription, your subscription will automatically renew and you authorize Company to collect the then-applicable annual or monthly subscription fee for such subscription (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Services can be canceled at any time by submitting your request to Company in writing. Unless otherwise stated in this Agreement, payment for services is due at the time of client’s online registration and/or request for services. A deposit may be required for certain services prior to the commencement of work. Payment amount will be determined by the type and quantity of services requested by client unless other arrangements are specifically made between Company and Client. If payment by check arrangements are made between Company and Client, invoices are payable 30 days from the date of the invoice, without any setoff, to the remittance address on the invoice. Client’s failure to pay any amount when due will be a material breach by Client. A late charge of 1.5% per month will be added to balances not paid within 30 days of the date of the invoice. Client must notify Company in writing of any dispute regarding the amount of an invoice within 30 days from the invoice date; otherwise all disputes will be deemed waived. Client will bear all costs associated with Company receiving payments due for Services rendered under this Agreement. If Company must institute suit or collection services to collect amounts owed to Company, Client will pay Company’s attorneys’ fees and other costs of suit or collection. (b) In the event of payment delay, Company may suspend the performance of or online accessibility to Services upon 3 days prior written notice. Suspension will not release Client from any of its obligations under this Agreement. In case of non-payment based on Client liquidity problems, Company may condition continued performance on immediate cash payment for Services rendered (invoiced or not) or to be rendered. (c) Company may raise the Service Fee(s) upon 30 days’ prior written notice to account for any increases in (i) health care, benefit, or insurance costs, (ii) labor or fuel costs, (iii) costs arising from changes to laws, regulations, or insurance premiums, (iv) SUI or similar taxes, (v) contractor’s operational overhead, Website maintenance costs or rates, or (vi) any other taxes, fees, costs or charges related to the Services.
• LIABILITY LIMITATION; INDEMNIFICATION: Client understands that Company is just a facilitator of information provided by or created by various governmental authorities and/or fire department agencies and that the content offered by Company is for learning and/or training purposes only. Client also understands that the content offered by the Website originates with and is provided, governed and approved by the Los Angeles Fire Department (LAFD) and other fire department agencies and authorities that have authorized Company to facilitate and dispense the training topics and materials contained herein.
  • The Service Fee(s) is/are based upon the value of Services provided, not the value of any interests, property or premises. Accordingly, Company makes no warranty or representa­tion, express or implied, that the Services will produce a result or prevent any loss or damage. Client agrees that the limitations of liability and Client’s defense/indemnity obligations in Sections 5(c)-5(h) apply regardless of whether the Loss is alleged to arise, directly or indirectly, in whole or in part, from the negligence (active or passive) or misconduct of Company, its employees or agents, including that related to the hiring, training, supervision or retention of Company’s employees or agents, and Sections 5(c) – 5(h) apply in favor of Company’s contractors and vendors.
  • Company will not defend and indemnify Client against any Loss arising from the Services, its employees or agents while acting within the scope of their duties and authority. Client will defend and indemnify Company against any Loss in connection with this Agreement only to the extent the Loss is caused by the negligence of Client, its employees or agents.
  • Notwithstanding Section 5(b), the liability of Company will not exceed the cost of services charged to Client, and in no event will the total liability of Company and its insurers for any Loss or associated Losses exceed $2,500 if the cost of services charged to Client exceed $2,500.
  • Notwithstanding Section 5(b), Client will defend and indemnify Company against any Loss to the extent the Loss exceeds $2,500.
  • Notwithstanding anything to the contrary in this Agreement, in no event will Company, its suppliers, licensors, or its insurers be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) environmental damages, (ii) punitive, special, exemplary, liquidated, indirect, incidental or consequential damages (including, without limitation, loss of profits or business), (iii) violent or armed action, or hi-jacking, (iv) injuries or deaths arising from any conditions of Client’s premises, or (v) damages arising from or related to any circumstance beyond Company’s reasonable control (including, without limitation, any act of God or war, or any failure on the part of Company’s contractors or vendors (vi) the cost of procurement for substitute products or services; (vii) for interruption of use or loss or corruption of data, or (viii) for any amounts that exceed the fees paid by you to Company under this Agreement during the twelve (12) month period prior to the cause of action; (ix) any acts, errors or omissions, including any injuries or damages of any kind incurred as a result of such acts, errors or omissions. Company shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
  • Notwithstanding anything to the contrary in this Agreement, in no event will either party or its insurers be liable to the other party for any Loss arising from or related to an act of terrorism. The parties intend for this waiver to “flow down” to their respective contractors.
  • Notwithstanding anything to the contrary in this Agreement, in no event will Company be responsible for any theft or other loss of Client’s property not directly attributable to Company employees. In the event of allegation of Company employees, Client waives all right of recovery unless Company is notified of the allegations within 10 days, Client fully cooperates with Company in the investigation of the facts, Client presses formal charges, and a conviction is obtained; however, if all the foregoing conditions are satisfied, all applicable limitations of liability in this Agreement still apply.
  • Notwithstanding anything to the contrary in this Agreement, in no event will Company be liable for any injury or Loss arising out of any (i) emergency preparedness information provided by Company to Client or for information provided under the guidelines of the LAFD or other fire department, or (ii) information provided to Company by Client related to the Services.
  • Written notice of any Loss arising out of or relating to this Agreement must be received by Company within 30 days following the date of the occurrence giving rise to such Loss. No action to recover any Loss will be instituted or maintained against Company unless such notice is received by Company. No action to recover any Loss will be instituted or maintained against Company unless the action is instituted no later than 12 months following the date of the occurrence from which the Loss arises.
  • The Services are solely for the benefit of Client; neither this Agreement nor any Services confer any rights on any other party as a third-party beneficiary.
  • Client agree to indemnify and hold harmless Company, its contractors, its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of Client’s use of the Website, including but not limited to Client’s violation of this Agreement.
• INSURANCE: Client will maintain insurance to protect Client against loss or damage to its premises, business and property, and others’ property on Client’s premises. Client (on behalf of itself and its insurers) waives all rights of sub­rogation against Company, its contractors and vendors, and their respective employees, agents and insurers. Company will not provide any insurance coverage (additional insured or otherwise) for Client or any others. As security for Client’s defense and indemnity obligations in this Agreement, Client will name Company as an additional insured under Client’s relevant insurance policies, and Client will provide Company with a certificate of insurance evidencing such coverage upon request.
• FORCE MAJEURE: The following circumstances will be considered as grounds for relief if they delay or impede the performance of this Agreement: any circumstance beyond the reasonable control of a party such as earthquake, fire, war, epidemic, pandemic, tsunami, mobilization or military call up of a comparable scope, requisition, seizure, currency restrictions, insurrection, civil commotion or unrest, hi-jacking or an act of terrorism, shortage of transport, general shortage of materials or personnel, industrial disputes and defects or delays in deliveries by contractors caused by any such circumstance as referred to in this Section. The party desiring relief under this Section will inform the other party by written notice without delay on the occurrence and on the cessation of such circumstance. Client will also reimburse Company for costs incurred for personnel, contractors and equipment which, with the consent of Client, are held in readiness to resume the Services.
• CLIENT’S RESPONSIBILTY: Client will at all times cooperate with Company to allow Company to provide the Services under the best possible conditions, and failure to provide such cooperation will be a material breach by Client. Such cooperation includes, without limitation, Client providing (i) a safe, healthy working environment for Company personnel in accordance with applicable laws and regulations, (ii) all relevant information, access and assistance that Company reasonably requires to perform the Services without interruption, including, without limitation, suitable office space and utilities, and (iii) prompt notice of anything that may affect Company's safety, risk or obligations under this Agreement or which may lead to an increase in Company’s costs of providing the Services. Client is responsible for taking precautions as necessary to protect Client and Client computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. By linking to a non-Company website or webpage, Company does not represent or imply that it endorses such website or webpage. The Website may contain technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Company disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted. Company has the right (though not the obligation) to, in Company’s sole discretion (i) refuse or remove any content that, in Company’s reasonable opinion, violates any Company policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Company’s sole discretion. Company will have no obligation to provide a refund of any amounts previously paid.
• COPYRIGHT INFRINGMENT and DMCA POLICY: As Company asks others to respect its intellectual property rights, Company respects the intellectual property rights of others. If you believe that material located on or linked to the Website violates your copyright, you are encouraged to notify Company in accordance with Higher Fire Life Safety Services' Digital Millennium Copyright Act ("DMCA") Policy. Company will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Company will terminate a visitor's access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Company or others. In the case of such termination, Company will have no obligation to provide a refund of any amounts previously paid to Company.
• INTELLECTUAL PROPERTY: This Agreement does not transfer from Company to Client any Company or third-party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Company. Higher Fire Life Safety Services, Inc., HigherFireLSS.com, the HigherFireLSS.com logo, and all other trademarks, service marks, graphics and logos used in connection with Company or the Website are trademarks or registered trademarks of Higher Fire Life Safety Services, or Higher Fire Life Safety Services' licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Company or third-party trademarks.
• CHANGES: Company reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is the responsibility of Client to check this Agreement periodically for changes. Client continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Company may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
• DISCLAIMER OF WARRANTIES: The Website is provided "as is". Company, its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Company nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. Client understands that Client downloads from, or otherwise obtains content or services through the Website at Client’s own discretion and risk.
• GENERAL REPRESENTATION and WARRANTY. Client represents and warrants that (i) Client’s use of the Website will be in strict accordance with Company’s Privacy Policy, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in Client’s country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which Client resides or conducts business) and (ii) Client’s use of the Website will not infringe or misappropriate the intellectual property rights of any third party.
• SEVERABILITY: If any provision of this Agreement is held to be unenforceable, it will be modified to be enforceable to the maximum extent permitted under applicable law and all other terms will remain in full force. If the unenforceable provision cannot be so modified, it will be excluded from this Agreement, and all other terms of this Agreement will remain in full force.
• PRECEDENCE: In the event that the different parts of this Agreement are conflicting, the written documents forming part of this Agreement will prevail in the following order: (i) this Agreement; (ii) the Scope of Work; and (iii) any other written documentation attached hereto.
• NOTICES: All official notices will be in writing and made by email, overnight or certified mail, addressed to the other party at its email address or physical address set forth in this Agreement or at such other address as the other party may have designated in writing.
• ASSIGNMENT: Neither party will assign this Agreement without the other party’s prior written consent, which will not be unreasonably withheld. However, upon 30 days’ prior written notice to the other party, either party may assign this Agreement at any time to any of its affiliates, subsidiaries or successors.
• LAW & JURISDICTION: (a) This Agreement will be governed by the law of the State in which the applicable Services are performed. The parties hereby submit to the jurisdiction of the courts of such State. All terms in this Agreement are only intended to apply to the maximum extent permitted by applicable law. (b) Company complies with all applicable laws and regulations, including 29 CFR Part 471 Appendix A, Executive Order 11246 (as amended), Section 503 of the 1973 Rehabilitation Act (as amended), Section 402 of the 1974 Vietnam Era Veterans Readjustment Assistance Act, and the 1998 Veterans Employment Opportunities Act.
• ENTIRE AGREEMENT: This Agreement, and anything attached to or incorporated into it, constitutes the entire agreement between the parties. Any representations, promises or agreements not embodied in this Agreement will not be enforceable. No Client contracts, purchase orders, work orders, or similar documents, regardless of when dated, will modify this Agreement. This Agreement may only be modified by a written amendment signed by an authorized executive of Company, or by the posting by Company of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of California, U.S.A, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Los Angeles County, California. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Los Angeles, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Client may assign Client’s rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Company may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.