END USER LICENSE AGREEMENT
SAFETY MADE SIMPLE, LLC
PLEASE READ THIS END USER LICENSE AGREEMENT (“Agreement”) CAREFULLY. By accessing and using this website (the “Platform”), you agree to be bound by the terms and conditions of this Agreement. This Agreement is binding between you (sometimes referred to as “you” or “your”) and Safety Made Simple Inc. and its subsidiaries and affiliates (collectively referred to as “SMS”, “us”, “our”, or “we”).
This Agreement has been prepared as a legally binding license agreement that conditions your use of this Platform. This Agreement applies to your use of any blog, page, section, or feature of the Platform that links to this Agreement.
1. THE PURPOSE OF THIS PLATFORM
We offer this Platform to you as an informational tool only. The design and function of the Platform and its contents, such as text, blog posts, graphics, images, audio and video files, user help files, user interface, layout and presentation, and data relating to your use of the Platform, and other material contained in the Platform ("SMS Content") are for informational purposes only.
2. REVISIONS TO THIS AGREEMENT
We may revise and update this Agreement from time to time without prior notice to you and will post the updated Agreement to the Platform. ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Any changes to this Agreement will not apply retroactively to events that occurred prior to such changes.
3. YOUR LICENSE TO ACCESS THE PLATFORM AND CONTENT
3.1 License Grant. Subject to the terms and conditions of this Agreement, SMS hereby grants you a limited, non-exclusive, non-transferable right to access and use the Platform. Any use of the Platform in excess of this license is strictly prohibited and constitutes a violation of this Agreement, which may result in the termination of your right to access and use this Platform.
3.2 License Limitations. Except as expressly permitted by the terms of this Agreement, you shall not:
(a) copy, modify, adapt, translate, or otherwise create derivative works of the Platform, SMS Content or intellectual property or any software, services, or other technology of the third-party vendor(s) or hosting partner(s) who provide the infrastructure, hardware, software, networking, storage, and related technology required to operate and provide the Platform;
(b) store, distribute, post, upload or transmit any media through the Platform that (i) is or is reasonably perceived to be unlawful, harmful, threatening, bullying, libelous, defamatory, obscene, harassing, racially or ethnically offensive, inciting hatred or invasive of a person’s privacy; (ii) that facilitates or promotes illegal activity, violence, discrimination based on race, gender, color, religious or philosophical belief, sexual orientation, disability or any other illegal activities; (iii) depicts or contains sexually explicit or pornographic images; and/or (iv) infringes the intellectual property rights of a third party;
(c) introduce any virus, worm, malware, spyware, Trojan horse or other harmful or malicious code to the Platform;
(d) do anything which may negatively impact the Platform IT system or environment or availability of the Platform;
(e) attempt to duplicate, modify, copy, adapt, distribute, market, lease, create derivative works from or resell the Platform (or any part of it including any of the software in or accessible through it);
(f) access and use the Platform in order to build a product or service competitive with the Platform;
(g) attempt to decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any part of the Platform (including any of the software in or accessible through it) or to discover or disclose the source code, methods and concepts embodied in the Platform (including any of the software in or accessible through it) except as may be allowed by any applicable law notwithstanding contractual prohibition;
(h) alter, obscure, remove, conceal or otherwise interfere with any markings on or in the Platform which refers to SMS or its licensors or includes any trademarks or logos;
(i) circumvent or manipulate any of the restrictions or security-related features within the Platform; or
(j) engage in any deceptive, unfair or misleading practice and/or in violation of applicable law.
3.3 Acceptable Use of the Platform. You are responsible for the way in which you access and use the Platform and for any materials stored, posted or uploaded to, or distributed or transmitted through, the Platform by or on behalf of you. You shall use commercially reasonable efforts to prevent any unauthorized access to or use of the Platform and, in the event of any such unauthorized access or use, shall promptly notify SMS. You shall comply with all applicable laws, regulations, rules and codes with respect to your activities relating in any way to your use or exploitation of the Platform.
4. YOUR ACCOUNT
You are responsible for all use of your account and for maintaining the security of your account and the confidentiality and security of the password and username for your account. Please contact SMS immediately if you know or suspect your account has been accessed by an unauthorized third party. Your access to this Platform is provided on a temporary basis with no guarantee for future availability. We reserve the right to withdraw or modify any content or services we provide on the Platform without notice.
5. YOUR MATERIALS
Any information, comments, postings, text, images, messages, files, and/or other materials you post, transmit through, or link from the Platform (collectively, your “Material(s)”) are your sole responsibility. YOU AGREE THAT YOU WILL EVALUATE AND BEAR ALL RISK RELATED TO THE USE OR ANY ACTIVITIES ASSOCIATED WITH ANY OF YOUR MATERIALS. THE RESULTS OF ANY ACTIONS YOU TAKE BASED ON YOUR MATERIALS OR OTHER CONTENT YOU FIND ON THE PLATFORM ARE SOLELY YOUR RESPONSIBILITY. Under no circumstances will we be liable in any way for your Materials or for any loss or damage of any kind incurred as a result of the use of any of your Materials made available on the Platform.
We do not pre-screen or approve your Materials and we have no obligation to monitor your Materials. However, we reserve the right to review, modify, monitor, distribute, remove, or delete any of your Materials at our sole discretion. We reserve the right at all times and in our sole discretion to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process, or governmental request or to edit, refuse to post, or to remove any information or materials, in whole or in part.
By uploading, transmitting, or posting your Materials, you grant to us a perpetual, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, edit, publish, post, transmit, and distribute your Materials in order to provide you with the services and functionality you have signed up for. YOU AGREE TO INDEMNIFY SMS, ITS AFFILIATES AND BUSINESS PARTNERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS FROM ANY AND ALL CLAIMS, DAMAGES, EXPENSES, FEES, LIABILITIES, AND LOSSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM ANY SUCH MATERIALS OR ANY FAILURE TO COMPLY WITH THIS SECTION.
Other than your Materials, you acknowledge that the Platform and all intellectual property contained therein, including, but not limited to, text, works of authorship, software, music, sound, photographs, video, graphics, and third party materials, is proprietary to SMS and its licensors, and SMS and its licensors retain exclusive ownership of the same throughout the world, including all related copyrights, trademarks, service marks, patents, trade secrets or other intellectual property and proprietary rights thereto. Except for the limited express license granted to you under this Agreement, SMS and its licensors retain all right, title or interest in and to the Platform.
7. System Unavailability
There may be times when the Platform is unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Platform will always be available or is completely free of human or technological errors.
The Platform may contain typographical mistakes, inaccuracies, or omissions and some information may not be complete or current. We expressly reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. We do not make any representation or warranty concerning errors, omissions, delays, or defects in the Platform or any information supplied to you via the Platform, or that files available through Platform are free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.
You must provide the equipment and Internet connections necessary to access the Platform at your own expense. We do not guarantee that the Platform will operate with your computer, Mobile Device, internet service plans, or Mobile Provider service plans or with any particular computer or other piece of hardware, software, equipment, or device you install on or used with your computer.
10. NO GUARANTEES
THE PLATFORM AND THE SMS CONTENT (COLLECTIVELY, THE “SYSTEM”) ARE PROVIDED “AS IS”. WE DO NOT WARRANT OR MAKE ANY PROMISES REGARDING THE CORRECTNESS, USEFULNESS, ACCURACY, AVAILABILITY, OR RELIABILITY OF (I) YOUR USE OR THE RESULTS OF YOUR USE OF THE SYSTEM; (II) ANY ADVICE YOU GLEAN FROM THE SYSTEM; OR (III) ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THROUGH THE SYSTEM. WE DO NOT PROMISE THAT THE SYSTEM WILL BE UNINTERRUPTED OR WILL BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. THERE IS NO WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. NO ADDITIONAL STATEMENTS OUTSIDE THE TERMS OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE, WHETHER MADE BY OUR EMPLOYEES OR OTHERWISE, IS A WARRANTY OR PROMISE BY US AND WE HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY SUCH STATEMENTS. WE WILL HAVE NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, OR CONTENT.
11. SMS IS NOT LIABLE TO YOU FOR YOUR USE OF PLATFORM
We are not responsible for any damages to you or anyone filing suit on your behalf for any reason.
SMS AND ITS SUPPLIERS, LICENSORS, PARENT, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNEES OR SUCCESSORS-IN-INTEREST, WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, CLAIMS, DEMANDS, LOST PROFITS, OR CAUSES OF ACTION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE, RELATING TO THIS AGREEMENT, YOUR USE OF THE SYSTEM OR ANY INFORMATION YOU OBTAIN ON IT, OR ANY OTHER INTERACTION WITH THE SYSTEM AND YOU VOLUNTARILY AND UNEQUIVOCALLY WAIVE ANY LIABILITY OF SMS.
YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM WILL BE TO STOP USING THE PLATFORM.
IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF SMS, ITS SUPPLIERS, LICENSORS, PARENT, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ASSIGNEES OR SUCCESSORS-IN-INTEREST, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED ONE THOUSAND DOLLARS ($1000.00).
YOU WILL HOLD HARMLESS, INDEMNIFY, AND DEFEND SMS, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES (COLLECTIVELY, “SMS PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS (INCLUDING ANY AND ALL LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES, AND REASONABLE ATTORNEYS’ FEES ARISING THEREFROM) RELATING TO ANY ACTION OR PROCEEDING BROUGHT BY A THIRD PARTY AGAINST ANY ONE OR MORE OF THE SMS PARTIES (I) ALLEGING INJURY, DAMAGE, OR LOSS RESULTING FROM YOUR USE OF THE SYSTEM; (II) ALLEGING THAT YOUR MATERIALS INFRINGES A COPYRIGHT, PATENT, OR TRADEMARK OR MISAPPROPRIATES A TRADE SECRET OF A THIRD-PARTY; (III) RELATED TO ANY ACT OR OMISSION BY YOU WHICH IS A BREACH YOUR OBLIGATIONS UNDER THIS AGREEMENT; AND (IV) YOUR USE OF INFORMATION OR RESULTS OBTAINED THROUGH THE PLATFORM.
You will have the right to defend and compromise such claim at your expense for the benefit of the SMS Parties; provided, however, you will not have the right to obligate the SMS Parties in any respect in connection with any such settlement without the written consent of the indemnified party. Notwithstanding the foregoing, if you fail to assume your obligation to defend, the SMS Parties may do so to protect their interests and you will reimburse all costs incurred by the SMS Parties in connection with such defense.
Either party (the “Disclosing Party”) may from time to time disclose to the other party (the “Recipient”) Confidential Information (as defined below). As used herein, “Confidential Information” means: (a) any nonpublic information regarding the Disclosing Party’s existing or proposed business, technology, products, services, internal structure and strategies of the Disclosing Party, specifically including, without limitation, the Platform, documentation, end-user materials, intellectual property, proposals, designs, concepts, methodologies, inventions, source or object code, developments, research, programs, databases, referral sources, customers, prospective customers, inventions, developments, “know-how,” procedures, financial information or licensing and access policies; (b) any nonpublic information about Disclosing Party’s financial condition; (c) any nonpublic information regarding the terms of this Agreement; (d) any information of the Disclosing Party when presented in printed, written, graphic, photographic or other tangible form (including information received, stored or transmitted electronically) and marked “Confidential” or similarly by the Disclosing Party; (e) any information disclosed orally by the Disclosing Party, if the Disclosing Party states at the time of first disclosure that such information is of a confidential nature and the Disclosing Party confirms the confidentiality of such information with the Recipient in writing within ten (10) days after first disclosure; and (f) all such information that, by its nature, a reasonable party would consider to be confidential or proprietary.
Confidential Information shall not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) is or has been received in good faith by Recipient without restriction on use or disclosure from a third party having no obligation of confidentiality to Disclosing Party; or (iii) is or has been independently developed by Recipient without reference to Confidential Information received from Disclosing Party, as evidenced by Recipient’s written records. Recipient will use reasonable efforts to avoid unauthorized disclosure of the Disclosing Party’s Confidential Information. Recipient will protect the Disclosing Party’s Confidential Information from unauthorized disclosure by taking at least those steps that Recipient uses to protect its own Confidential Information, but in no event less than reasonable efforts. Recipient will not use the Disclosing Party’s Confidential Information except for purposes of fulfilling its obligations under this Agreement. Recipient may disclose the Disclosing Party’s Confidential Information to its employees, agents, service providers and other persons who need to know such Confidential Information in connection with this Agreement. Before doing so, Recipient will take reasonable steps to ensure that such persons will comply with the restrictions imposed on Recipient by this Agreement. The obligation to protect Confidential Information will continue as long as Recipient possesses Confidential Information. Recipient may disclose Confidential Information as required by law or in compliance with any court or administrative order; provided that Recipient gives the Disclosing Party reasonable notice as permitted by law that such Confidential Information is being sought by a third party in order to afford the Disclosing Party the opportunity to limit or prevent such disclosure.
14.1 Force Majeure. Neither party shall be deemed to be in default of this Agreement if it is prevented, hindered or delayed in performing its obligations under this Agreement by acts, events, omissions or accidents beyond its reasonable control including strikes, lock-outs or other industrial disputes (including with respect to its staff), failure of a utility service, Internet access or transport or electronic communications networks, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of equipment, fire, flood storm or default of suppliers or subcontractors.
14.2 Relationship of Parties. This Agreement does not give rise to any partnership, joint venture, agency or employment relationship between you and SMS.
14.3 Assignment. You shall not assign, transfer, charge, novate, sub-contract or deal in any other manner with all or any of your rights or obligations under this Agreement without SMS’s prior written consent. SMS may at any time assign, novate, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. You agree to execute any necessary document attesting and/or giving effect to such.
14.4 Survival. For avoidance of doubt, any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.
14.5 Governing Law. This Agreement will be governed by the laws of the State of Missouri, USA without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the parties, then it shall be submitted for resolution to a state or Federal court or competent jurisdiction in Kansas City, MO, USA, and the parties hereby agree to submit to the jurisdiction and venue of such court. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.