Terms of Service 

Last Updated: August 19, 2021  

These Terms constitute a legally binding contract (“Contract“) between you and Flashlight Security Services Inc., d/b/a FlashlightNOW (as defined below) governing your access to and use of the Flashlight Security website, including any subdomains thereof, and any other websites by which Flashlight Security makes its services available (collectively, “Site“), our mobile, tablet and other smart device applications, and application program interfaces (collectively, “Application“) and all associated services (collectively, “Services“). The Site, Application and Flashlight Security Services together are hereinafter collectively referred to as the “Flashlight Security Platform”. Our other policies applicable to your use of the Flashlight Security Platform are incorporated by reference into this Contract. 

When these Terms mention “Flashlight Security,” “we,” “us,” or “our,” it refers to the Flashlight Security Services Inc., d/b/a FlashlightNOW company you are contracting with.  

You are contracting with Flashlight Security Services Inc., 100 Warren Street Suite 300, Mankato, MN 56001, United States. 

Please review the Arbitration Agreement (Section 14) as it will require you to resolve disputes with Flashlight Security through final and binding arbitration. By entering this contract, you expressly acknowledge you have read and understand all of the terms of this contract and have taken time to consider the consequences of this important decision. 

Flashlight Security’s collection and use of personal information in connection with the Services is described in Flashlight Security’s Privacy Statements located here.

Protective Agents and Private Detectives alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their services. Protective Agents and Private Detectives alone are responsible for identifying and obtaining any required licenses, permits, or registrations for any protective services and private detective services they offer.  

You acknowledge that your ability to obtain Protective Agents and Private Detectives through the use of the Services does not establish Flashlight Security as a provider of those services and the role of Flashlight Security Is to facilitate a connection between duly licensed providers of such services and clients and customers who seek to use the Flashlight Security platform to obtain such services.  

 

  1. Scope of Flashlight Security Services

1.1 The Flashlight Security Platform is an online marketplace that enables registered users (“Users”) and certain third parties who offer services (Users and third parties who offer services are “Protective Agents and Private Detectives” and the services they offer are “Security Services and/or Private Detective Services”) to publish such Services on the Flashlight Security Platform (“Profiles”) and to communicate and transact directly with Users that are seeking to book such Services (Users using such Services are “Customers”). Services may include the offering of personal security or other security activities or investigative services (“Assignments“). 

1.2 As the provider of the Flashlight Security Platform Flashlight Security does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Profiles.  Protective Agents and Private Detectives alone are responsible for their Profiles and advertisements of Services. When Users make or accept an Assignment they are entering into a contract directly with each other. Flashlight Security is not and does not become a party to or other participant in any contractual relationship between Users nor is Flashlight Security a security provider. Flashlight Security is not acting as an agent in any capacity for any User, except as specified in the Section 6 below, “Payment”. Flashlight Security’s role is to facilitate transactions and delivery of services from providers to users.  

1.3 While we may help facilitate the resolution of disputes, Flashlight Security has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Profiles or Security Services, (ii) the truth or accuracy of any Profile descriptions, Ratings, Reviews, or other User Content (as defined below), or (iii) the performance or conduct of any User or third party. Flashlight Security does not endorse any User, Profile or Security Services. Any references to a User being “verified” (or similar language) only indicate the User has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Flashlight Security about any User, including of the User’s background or whether the User is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to use Security Services, accept an Assignment request from a Customer, or communicate and interact with other Users, whether online or in person.  

1.4 As a provider when you choose to use the Flashlight Security Services Platform to facilitate the delivery of services your relationship with Flashlight Security is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Flashlight Security for any reason. You act exclusively on your own behalf and for your own benefit, and not on behalf of or for the benefit of Flashlight Security. Flashlight Security does not and shall not be deemed to direct or control you generally or in your performance under these terms specifically including in connection with your provision of services. You acknowledge and agree that you have complete discretion whether to provide services or otherwise engage in other business or employment activities. 

1.5 To promote the Flashlight Security Platform and to increase the exposure of Profiles to potential Customers, Profiles and other User content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Users who speak different languages Profiles and other User content may be translated in whole or in part into other languages. Flashlight Security cannot guarantee the accuracy or quality of such translations and Users are responsible for reviewing and verifying the accuracy of such translations.  

1.6 Due to the nature of the Internet Flashlight Security cannot guarantee the continuous and uninterrupted availability and accessibility of the Flashlight Security Platform. Flashlight Security may restrict the availability of the Flashlight Security Platform or certain areas or features thereof, if is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Flashlight Security Platform. Flashlight Security may improve, enhance and modify the Flashlight Security Platform and introduce new Flashlight Security services from time to time. 

 

  1. Eligibility, Using the Flashlight Security Platform, User Verification

2.1 To access and use the Flashlight Security Platform or register a Flashlight Security Account you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the United States and the various states and able to enter into legally binding contracts.  

2.2 Flashlight Security may make access to and use of the Flashlight Security Platform or certain areas or features of the Flashlight Security Platform, subject to certain conditions or requirements such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds or a User’s Assignment and cancellation history. 

2.3 You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from an electronic device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Flashlight Security does not guarantee the Services or any portion thereof will function on any particular hardware or devices. In addition the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. 

2.4 User verification on the Internet is difficult and we do not assume any responsibility to confirm any User’s identity. Notwithstanding the above for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Users, (ii) screen Users against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a User obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available). 

2.5 The access to or use of certain areas and features of the Flashlight Security Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions before you can access the relevant areas or features of the Flashlight Security Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Flashlight Security Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature unless specified otherwise in the latter terms and conditions. 

2.6 The Services may be made available or accessed in connection with third party services and content (including advertising) that Flashlight Security does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. Flashlight Security does not endorse such third-party services and content and in no event shall Flashlight Security be responsible or liable for any products or services of such third-party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited may be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary’s terms of service. 

2.7 If you access or download the Application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement. Some areas of the Flashlight Security Platform implement Google Maps/Earth mapping services including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service. If you access or download the Application from Google Play, you agree to Google Play Terms of Service 

 

  1. Modification of these Terms

3.1 Flashlight Security reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Flashlight Security Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective.  

3.2 If you disagree with the revised Terms, you may terminate this Contract with immediate effect. We will inform you about your right to terminate the Contract in the notification email. If you do not terminate your Contract before the date the revised Terms become effective, your continued access to or use of the Flashlight Security Platform will constitute acceptance of the revised Terms. 

 

  1. Account Registration

4.1 You must register an account (“Flashlight Security Account“) to access and use certain features of the Flashlight Security Platform, such as publishing an Assignment or Profile. If you are registering a Flashlight Security Account for a business, organization or other legal entity you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms. 

4.2 You can register a Flashlight Security Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Facebook, Apple, or Google (“SNS Account“). You have the ability to disable the connection between your Flashlight Security Account and your SNS Account at any time by accessing the “Settings” section of the Flashlight Security Platform. 

4.3 You must provide accurate, current and complete information during the registration process and keep your Flashlight Security Account and public Flashlight Security Account profile page information up to date at all times. 

4.4 You may not register more than one (1) Flashlight Security Account unless Flashlight Security authorizes you to do so. You may not assign or otherwise transfer your Flashlight Security Account to another party. 

4.5 You are responsible for maintaining the confidentiality and security of your Flashlight Security Account credentials. You must immediately notify Flashlight Security if you know or have any reason to suspect your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Flashlight Security Account. You are liable for any and all activities conducted through your Flashlight Security Account unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your credentials). 

 

  1. Content

5.1 Flashlight Security may in Flashlight Security’s sole discretion permit you from time to time to submit, upload, publish or otherwise make available to Flashlight Security through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content“). Any User Content provided by you remains your property. However by providing User Content to Flashlight Security you grant Flashlight Security a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Flashlight Security’s business and on third-party sites and services) without further notice to or consent from you and without the requirement of payment to you or any other person or entity. 

5.2 You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Flashlight Security the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Flashlight Security’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy or result in the violation of any applicable law or regulation. 

5.3 You agree to not provide User Content that is: (i) fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any Flashlight Security policy. Flashlight Security may, but shall not be obligated to, review, monitor, or remove User Content at Flashlight Security’s sole discretion and at any time and for any reason without notice to you. 

 

  1. Payment

6.1 You understand that use of the Services may result in charges to you for the services you receive (“Charges“). Flashlight Security will receive and/or enable your payment of the applicable Charges for services obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees and/or surcharges including a booking fee or processing fees for split payments.  

6.2 All provider charges and customer payments are enabled and processed by Flashlight Security using the preferred payment method designated in your Account after which you will receive a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Flashlight Security may use a secondary payment method in your Account, if available. Charges paid by you are final and non-refundable unless otherwise determined by Flashlight Security. 

6.3 As between you and Flashlight Security, Flashlight Security reserves the right to establish, remove and/or revise Charges for any or all services obtained through the use of the Services at any time in Flashlight Security’s sole discretion. Flashlight Security will use reasonable efforts to inform you of Charges that may apply provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof.  

6.4 Flashlight Security may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services obtained through the use of the Services. You agree that such promotional offers and discounts unless also made available to you shall have no bearing on your use of the Services or the Charges applied to you.  

6.5 You may elect to cancel your request for Services at any time prior to the commencement of such Services in which case you may be charged a cancellation fee on a Security Agent’s behalf. After you have received services obtained through the Service you will have the opportunity to rate your experience and leave additional feedback. Flashlight Security may use the proceeds of any Charges for any purpose subject to any payment obligations it has agreed to with any Protective Agent, Private Detectives, or other third parties. 

6.6 Flashlight Security does not designate any portion of your payment as a tip or gratuity to a Protective Agent or Private Detective. Any representation by Flashlight Security (on Flashlight Security’s website, in the Application, or in Flashlight Security’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services provided is not intended to suggest that Flashlight Security provides any additional amounts, beyond those described above to a Protective Agent or Private Detective you may use. You understand and agree that while you are free to provide additional payment as a gratuity to any Protective Agent or Private Detective who provides you with services obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. 

 

  1. Terms specific for Protective Agents and Private Detectives

7.1 When creating a Profile through the Flashlight Security Platform you must (i) provide complete and accurate information about your Security Service (such as Profile description and location), and (ii) provide any other pertinent information requested by Flashlight Security. You are responsible for always keeping your Profile information up to date. 

7.2 If you choose to use the Flashlight Security Platform as a Protective Agent or Private Detective, you must attest to the following when creating a Profile (i) that you meet all applicable business and security licensing requirements set forth in the state and jurisdiction in which you are registered and/or in which you will provide services, (ii), that you agree to follow all federal, state, and local jurisdictional laws as it relates to the delivery of Security Services and that you are legally authorized to provide the services that you offer in the locations that you agree to provide service (iii) that you follow all mandated requirements in the respective jurisdiction in which you operate as it relates to the onboarding and training of personnel. This may include but is not limited to, conducting pre-employment background checks, drug screenings, fingerprinting, and pre-assignment and refresher training, (iv) that as applicable, you will comply with mandated regulations in your respective jurisdiction regarding being bonded and insured.    

7.3 If at any time you are no longer able to attest to meeting the requirements outlined in Section 7.2, you must immediately cease utilizing the Flashlight Security Platform and notify Flashlight Security of non-compliance. Non-compliance with the terms outlined in Section 7.2 and/or this section could lead to the termination, suspension, or other measures as outlined in Section 10.  

7.4 Pictures, animations or videos (collectively, “Images“) used in your Profiles must accurately reflect your Security Services. Flashlight Security reserves the right to require Images be of a certain format, size and resolution. 

7.5 The placement and ranking of Profiles in search results on the Flashlight Security Platform may vary and depend on a variety of factors such as Customer search parameters and preferences, Security requirements, and/or Reviews and Ratings.  

7.6 When you accept or have pre-approved an Assignment request by a Customer you are entering into a legally binding contract with the Customer and are required to provide your Security Service(s) to the Customer as described in your Profile when the Assignment request is made.  

7.7 Protective Agents and Private Detectives are not allowed to contract Security Services or other Assignments with Customers outside of the Flashlight Security Platform for any solicitations or requests received as a result of Flashlight’s marketing, platforms, software, and/or website. Doing so may result in the termination of your account and your inability to access or use the Services. 

7.8 In connection with your use of the Flashlight Security Platform you will not discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, sexual orientation, or any other protection provided by federal, state, or local laws or ordinances.  Failure to comply with this requirement will result in the termination of your use of the Flashlight Security Platform. 

7.9 Protective Agents and Private Detectives are not allowed to use, display, mirror or frame the Flashlight Security Platform, or any individual element within the Flashlight Security Platform, Flashlight Security’s name, any Flashlight Security trademark, logo or other proprietary information without Flashlight Security’s express written consent. 

 

  1. Terms specific for Customers

8.1 Subject to meeting any requirements (such as completing any verification processes) set by Flashlight Security and/or the Protective Services Agent or Private Detective Services, you can book a Profile available on the Flashlight Security Platform by following the respective Assignment process. You agree to pay the Total Fees for any Assignment requested in connection with your Flashlight Security Account. 

8.2 Upon receipt of an Assignment confirmation from Flashlight Security a legally binding contract is formed between you and your Protective Services Agent or Private Detective Services. Flashlight Security will collect the Total Fees at the time of the Assignment request or upon the Protective Services Agent’s or Private Detective’s confirmation pursuant to the agreed-upon payment terms. For certain Assignments Customers may be required to pay or have the option to pay in multiple installments. 

8.3 Customers are not allowed to contract, hire, and pay for Services or other Assignments with Protective Agents or Private Detectives outside of the Flashlight Security Platform. Doing so may result in the termination of your account and your inability to access or use the Services. 

8.4 In connection with your use of the Flashlight Security Platform you will not discriminate against or harass anyone based on race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, sexual orientation, or any other protection provided by federal, state, or local laws or ordinances.  

 

  1. Term and Termination, Suspension and other Measures

9.1 Flashlight Security may immediately without notice terminate this Contract and/or stop providing access to the Flashlight Security Platform if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Flashlight Security believes in good faith that such action is reasonably necessary to protect the personal safety or property of Flashlight Security, its Users, or third parties (for example in the case of fraudulent behavior of a User). 

9.2  Flashlight Security may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the Flashlight Security Account registration, Profile process or thereafter, (iv) you and/or your Profiles or Security Services at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or Flashlight Security otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly failed to respond to Assignment requests without a valid reason, or (vii) Flashlight Security believes in good faith that such action is reasonably necessary to protect the personal safety or property of Flashlight Security, its Users, or third parties, or to prevent fraud or other illegal activity: 

 

    • refuse to surface, delete, or delay any Profiles, Ratings, Reviews, or other User Content. 
    • cancel any pending or confirmed Assignments; 
    • limit your access to or use of the Flashlight Security Platform; 
    • temporarily or in case of severe or repeated offenses permanently suspend your Flashlight Security Account and stop providing access to the Flashlight Security Platform. 

9.3 If we take any of the measures described above (i) we may refund your Customers in full for any and all confirmed Assignments that have been cancelled, irrespective of preexisting cancellation policies and (ii) you will not be entitled to any compensation for pending or confirmed Assignments that were cancelled. 

9.4 When this Contract has been terminated you are not entitled to a restoration of your Flashlight Security Account or any of your User Content. If your access to or use of the Flashlight Security Platform has been limited or your Flashlight Security Account has been suspended or this Contract has been terminated by us, you may not register a new Flashlight Security Account or access and use the Flashlight Security Platform through the Flashlight Security Account of another User. 

9.5 Sections 5 and 11 to 16 of these Terms shall survive any termination or expiration of this Contract.  

 

  1. Disclaimers

If you choose to use the Flashlight Security Platform, you do so voluntarily and at your sole risk. The Flashlight Security Platform is provided “as is”, without warranty of any kind either express or implied. 

You agree that you have had whatever opportunity you deem necessary to investigate the Flashlight Security Services, laws, rules, or regulations that may be applicable to your Profiles and/or Security Services you are receiving and that you are not relying upon any statement of law or fact made by Flashlight Security relating to a Profile. 

If we choose to conduct identity verification or background checks on any User, to the extent permitted by applicable law we disclaim warranties of any kind either express or implied that such checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future. 

You agree that some Security Services may carry inherent risk and by participating in such services you choose to assume those risks voluntarily. For example, some Security Services may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those Services. You assume full responsibility for the choices you make before, during and after your participation in a Security Service. You also assume such risk for your employees, staff, assignees and subcontractors. 

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the minimum extent permitted by law. 

 

  1. Liability

You acknowledge and agree that to the maximum extent permitted by law you assume the entire risk arising out of your access to and use of the Flashlight Security Platform. Neither Flashlight Security nor any other party involved in creating, producing, or delivering the Flashlight Security Platform will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Flashlight Security Platform, (iii) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of the Flashlight Security Platform, or (iv) from your publishing or Assignment of a Profile, including the provision or use of a Profile’s Security Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Flashlight Security has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. 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.  

 

  1. Indemnification

To the maximum extent permitted by applicable law you agree to release, defend (at Flashlight Security’s option), indemnify, and hold Flashlight Security and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards; (ii) your improper use of the Flashlight Security Platform or any Flashlight Security Services; (iii) your interaction with any User or other Protective Services Agent; or (iv) your breach of any laws, regulations or third party rights. 

 

  1. Dispute Resolution and Arbitration Agreement

13.1 By agreeing to the Term you agree that you are required to resolve any claim that you may have against Flashlight Security on an individual basis in arbitration as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Flashlight Security and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Flashlight Security by someone else. 

 13.2You and Flashlight Security agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Flashlight Security and not in a court of law.  

13.3 You acknowledge and agree that you and Flashlight Security are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Flashlight Security otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. You and Flashlight Security each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. 

 

13.4  Exceptions to Arbitration Agreement. You and Flashlight Security each agree the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack). 

13.5  Arbitration Rules and Governing Law. Arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. 

13.6  Modification to AAA Rules – Arbitration Hearing/Location. To make the arbitration most convenient to you Flashlight Security agrees any required arbitration hearing may be conducted at your option (a) in the county where you reside; (b) in Ramsey County, Minnesota; (c) in any other location to which you and Flashlight Security both agree; (d) via phone or video conference; or (e) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator. 

13.7  Modification of AAA Rules – Attorney’s Fees and Costs. You and Flashlight Security agree that Flashlight Security will be responsible for payment of the balance of any initial filing fee under the AAA Rules in excess of $200 for claims of $75,000 or less. You may be entitled to seek an award of attorney fees and expenses if you prevail in arbitration to the extent provided under applicable law and the AAA rules. Unless the arbitrator determines your claim was frivolous or filed for the purpose of harassment, Flashlight Security agrees it will not seek, and hereby waives all rights it may have under applicable law or the AAA Rules to recover attorneys’ fees and expenses if it prevails in arbitration. 

13.8 Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim. 

13.9Jury Trial Waiver. You and Flashlight Security acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes. Dispute means any action, suit or proceeding between or among the parties arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Contract or any related document or controversy. 

13.10  No Class Actions or Representative Proceedings. You and Flashlight Security acknowledge and agree to the fullest extent permitted by law we are each waiving the right to participate as a plaintiff or class user in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Unless you and Flashlight Security both otherwise agree in writing the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 13.10 is held unenforceable with respect to any Dispute, the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this Section 13.10 is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and Flashlight Security agree any private attorney general claims and representative claims in the Dispute will be severed and stayed pending the resolution of any arbitrable claims in the Dispute in individual arbitration. 

13.11  Severability. Except as provided in Section 13.10 in the event any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect. 

13.12  Changes. Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Flashlight Security changes this Section 13 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective as indicated in the “Last Updated” date above or in the date of Flashlight Security’s email to you notifying you of such change. Rejecting a new change does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and Flashlight Security or your prior consent to any subsequent changes thereto which will remain in effect and enforceable as to any Dispute between you and Flashlight Security. 

13.13  Survival. Except as provided in Section 13.11 this Section 13 will survive any termination of these Terms and will continue to apply even if you stop using the Flashlight Security Platform or terminate your Flashlight Security Account. 

 

  1. Applicable Law and Jurisdiction

14.1 These Terms are governed by and construed in accordance with the laws of the State of Minnesota, U.S.A., without giving effect to any conflict of law principles except as may be otherwise provided in the Arbitration Agreement above. The choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-Minnesotans to assert claims under Minnesota law whether that be by statute, common law, or otherwise.  

14.2 These provisions and except as otherwise provided in Section 13 of these Terms are only intended to specify the use of Minnesota law to interpret these Terms and the forum for disputes asserting a breach of these Terms. These provisions shall not be interpreted as generally extending Minnesota law to you if you do not otherwise reside or operate in Minnesota. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 13 or to any arbitrable disputes as defined therein. Instead, as described in Section 13 the Federal Arbitration Act shall apply to any such disputes. 

 

  1. General Provisions

15.1 Except as they may be supplemented by additional terms and conditions, policies, guidelines, or standards these Terms constitute the entire Contract between Flashlight Security and you pertaining to the subject matter hereof and supersede any and all prior oral or written understandings or agreements between Flashlight Security and you in relation to the access to and use of the Flashlight Security Platform. 

15.2 No joint venture, partnership, employment, or agency relationship exists between you and Flashlight Security as a result of this Contract or your use of the Flashlight Security Platform. Flashlight Security acts as a facilitator to coordinate Providers and consumers and not as an agent of either party.  

15.3 These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties. 

15.4 If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. 

15.5 Flashlight Security’s failure to enforce any right or provision in these Terms does not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law. 

15.6 You may not assign, transfer or delegate this Contract and your rights and obligations hereunder without Flashlight Security’s prior written consent. Flashlight Security may without restriction assign, transfer or delegate this Contract and any rights and obligations hereunder at its sole discretion, with 30 days prior notice. Your right to terminate this Contract at any time remains unaffected. 

15.7 Unless specified otherwise any notices or other communications to Users permitted or required under this Contract will be provided electronically and given by Flashlight Security via email, Flashlight Security Platform notification, or messaging service (including SMS).