Welcome to www.thesafeside.com (the “Site”). The Site is operated by The Safe Side LLC, a Colorado limited liability company (“TSS”, “We” or “Us”). Please carefully read this Content Download Agreement (the “Agreement”). This Agreement is between TSS and you or, in the case that you represent and are using the Site on behalf of an institution, government agency, company or other entity, that entity (“You”). By downloading the Downloadable Content (as defined below) from the Site, You acknowledge and agree that You have read and agree to be bound by this Agreement. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE EXIT THE SITE NOW AND REFRAIN FROM USING ANY MATERIAL THAT YOU HAVE DOWNLOADED FROM THE SITE.

Please note that, in addition to this Agreement, You remain subject to the Terms of Use for the Site (a copy of which is available at http://www.thesafeside.com/Terms/Terms.asp), provided that, as to Your access to and use of the Downloadable Content, the terms of this Agreement will apply in the case of any conflict with the Terms of Use.

1. DOWNLOADABLE CONTENT. You have indicated Your intention to download certain content from the Site, including, but not limited to, certain text, files, images, graphics, illustrations, audio, video, photographs and other content (collectively, the “Downloadable Content”). The Downloadable Content is protected by certain intellectual property rights, including, as applicable and without limitation, copyrights, trademarks, patents and other proprietary and intellectual property rights (“Intellectual Property Rights”). Unless agreed to by TSS, as between You and TSS and its partners, affiliates and licensors (“Affiliates”), all Downloadable Content is owned by TSS and its Affiliates and Your ability to access and use the Downloadable Content is at the sole discretion of TSS. TSS reserves the right at any time and in its sole discretion to modify, suspend or discontinue access to the Downloadable Content on the Site with or without notice.

2. RIGHTS TO DOWNLOADABLE CONTENT. You may access and use the Downloadable Content solely for lawful purposes and only in accordance with the terms of this Agreement. TSS reserves the right at any time and in its sole discretion to modify, suspend or discontinue access to the Downloadable Content on the Site with or without notice. In particular, Your access to or use of the Downloadable Content is subject to the terms and conditions of this Agreement, including the following terms and conditions:

    -- You may print copies of the Downloadable Content for educational and instructional purposes.
    -- You may modify, amend, or combine any Downloadable Content with other material to form any new content to be used for educational or instructional purposes.
    -- You may distribute the Downloadable Content only in the form provided on or through the Site for instructional and educational purposes.
    -- You may not use any Downloadable Content for any commercial purpose or charge a fee or other consideration in exchange for the Downloadable Content.
    -- You may not utilize the Downloadable Content to sell, advertise, endorse, or otherwise promote any other service, product or party.
    --All use of the Downloadable Content must be accompanied by an acknowledgement that the Downloadable Content is owned by TSS. You must otherwise abide by all Intellectual Property Rights, notices, information or restrictions contained on or in any Downloadable Content.
    -- You obtain no ownership rights in or to the Downloadable Content through this Agreement, and no other rights to utilize the Downloadable Content other than as expressly set forth in this Agreement.
Except as expressly set forth in this Agreement, You are granted no licenses or rights, whether by implication, estoppel or otherwise, in or to the Downloadable Content, or any Intellectual Property Rights therein or related thereto, and You may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit, any portion of the Downloadable Content without the prior written permission of TSS.

3. TERM AND TERMINATION. This Agreement will be effective on the date You first access or download any Downloadable Content and will continue until terminated. TSS may terminate this Agreement immediately, for any reason or no reason, with or without notice to You. You may terminate this Agreement upon written notice to TSS, such termination effective 30 days following acknowledgement of receipt of such notice by TSS. Upon any termination of this Agreement, all rights granted to You under this Agreement will cease, and You must promptly discontinue accessing, downloading or otherwise using any Downloadable Content. Sections 3, 6 and 8 will survive termination or expiration of this Agreement for any reason.

4. MARKS. Unless otherwise labeled, all trademarks, service marks, logos, banners and page headers displayed on the Downloadable Content (collectively, the "Marks") are the property of TSS and its Affiliates. Except as part of Your use of the Downloadable Content as expressly set forth in this Agreement, You may not display or otherwise use the Marks without the prior written permission of TSS.

5. REPRESENTATIONS AND WARRANTIES. You hereby represent, warrant and covenant for the benefit of TSS and its Affiliates that: (1) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (2) You have the legal right and authority to perform Your obligations under this Agreement; (3) all information You provide to TSS in connection with this Agreement is correct and current.

6. DISCLAIMER AND LIMITATION OF LIABILITY.

    6.1 Disclaimer. THE DOWNLOADABLE CONTENT IS PROVIDED BY TSS "AS IS" and “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. YOU AGREE THAT YOUR ACCESS TO THE DOWNLOADABLE CONTENT VIA THE SITE IS AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE YOU INCUR THROUGH ACCESS TO THE SITE. YOU AGREE THAT DOWNLOADING, USING OR MODIFYING THE DOWNLOADABLE CONTENT IS AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY YOU INCUR THROUGH YOUR USE OF THE DOWNLOADABLE CONTENT. EXCEPT WHERE THE LAWS AND REGULATIONS OF A PARTICULAR JURISDICTION CONCERNING WARRANTIES CANNOT BE WAIVED OR EXCLUDED BY AGREEMENT, TSS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU RECOGNIZE THAT THE CURRENT STATE OF TECHNOLOGY DOES NOT ALLOW FOR ERROR-FREE ACCESS TO THE SITE AND INTERRUPTIONS, CRASHES AND DOWNTIME BEYOND TSS’S CONTROL MAY OCCUR FROM TIME TO TIME.

    6.2 Limitation. IN NO EVENT WILL TSS BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE DOWNLOADABLE CONTENT ON THE SITE, EVEN IF TSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY. THE TOTAL AGGREGATE LIABILITY OF TSS FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $250.

7. NOTICES. Except as expressly stated otherwise, any notices required or allowed under this Agreement will be given to TSS by postal mail to the address for TSS listed on the Site. If applicable law requires that TSS accept email notices (but not otherwise), then You may send TSS email notice to: info@thesafeside.com. With respect to TSS's notices to You, TSS may provide notice of amendments by posting them in the Site, and You agree to check for changes. Notice shall be deemed given 24 hours after it is posted.

8. GENERAL TERMS.

    8.1 Third-Party Beneficiaries. The Affiliates of TSS are intended third-party beneficiaries under this Agreement with the right to enforce the provisions that directly concern Downloadable Content to which they have rights.

    8.2 Non-Assignment. You may not assign or transfer any of Your rights hereunder, and any attempt to do so will be null and void.

    8.3 Integration. This Agreement sets forth the entire understanding of the parties and supersedes any and all prior oral and written agreements or understandings between the parties regarding the subject matter of this Agreement. This Agreement may not be modified except upon mutual written agreement of both parties. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

    8.4 Severability. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

    8.5 Jurisdiction and Venue. This Agreement will be governed by the laws of the State of Colorado, without giving effect to any conflict of laws principles. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You hereby irrevocably and unconditionally consent to the jurisdiction and venue in the state and federal courts sitting in Denver, Colorado. In any such dispute, the prevailing party will be entitled to recover its reasonable attorneys’ fees and expenses from the other party.

    8.6 Modifications. TSS reserves the right, at any time and without notice, to add to, change, update or modify the site and the terms of this Agreement simply by posting such addition, change, update or modification on this site. Any such addition, change, update or modification will be effective immediately upon posting on the Site.