IndustrySafe Master Subscription Agreement

Master Subscription Agreement

BY CLICKING THE "I AGREE" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF INDUSTRYSAFE ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "CUSTOMER" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT SELECT THE "I AGREE" BUTTON AND MAY NOT USE THE SERVICE.

  1. General. The Service, consisting of access to certain application software (including IndustrySafe, Inc.’s proprietary software IndustrySafe®), content and/or other information, and other content owned or licensed by IndustrySafe, Inc. and/or its suppliers, licensors or other third parties (collectively, the "Contributors"), is provided by IndustrySafe, Inc. and located at a IndustrySafe, Inc. supplied Internet Address (the "Site"). As part of the service IndustrySafe, Inc. will provide Customer with use of the Service including a browser interface and data encryption, transmission, access and storage. Customer registration for or use of the Service shall be deemed to be agreement to abide by this Agreement.

  2. Restricted License. Subject to the terms and conditions of this Agreement, IndustrySafe, Inc. hereby grants to Customer (and Customer accepts) a non-exclusive, non-transferable license to access and use the Service for the number of “Users” allocated via the ordering process. Rights not expressly granted to Customer are hereby reserved by IndustrySafe, Inc. and/or the respective Contributor. IndustrySafe, Inc. and each Contributor shall have the right to assert and enforce the provisions of this Article 2 directly on its own behalf. Customer agrees (a) to abide by this Agreement and any and all licensing agreements between a third party Contributor and Customer (collectively, the "Licensing Documents"); and (b) to keep Customer authorized IndustrySafe account ("Account") information confidential, including Customer password, username and any other information related to the Service ("Account Information" ), and to inform IndustrySafe, Inc. promptly upon the unintended and/or undesired disclosure of any portion of such Account Information. You may not access the Service if you are a direct competitor of IndustrySafe, Inc., except with IndustrySafe, Inc.’s prior written consent.
  3. Intellectual Property Rights. It is hereby understood and agreed that as between IndustrySafe, Inc. and Customer, IndustrySafe, Inc. is the owner of all rights, title and interest, including all Intellectual Property Rights (as defined below) to the Service, the Site, and any comments, suggestions, ideas, graphics, questions or other information submitted by Customer through the Site or the Service ("Submissions"). IndustrySafe, Inc. shall be entitled to use such Submissions for any commercial or other purpose whatsoever without compensation to Customer or anyone else. Customer hereby warrants that no Submissions shall violate any Intellectual Property Right of any third party. For the purposes of this Agreement, "Intellectual Property Rights" shall mean any and all of the following: (a)rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works; (b)Trademark and trade name rights and similar rights; (c)Trade secret rights; (d)Patents, designs, algorithms and other industrial property rights; (e)All other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated, including, but not limited to logos, "rental" rights, rights of publicity, and rights to remuneration), whether arising by operation of law, contract, license, or otherwise; and (f)All registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).

    Except as expressly provided herein, Customer does not acquire any rights to the Service through the purchase of licenses to the Service or the Site. Customer may not reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code (i.e., the human-readable form of any computer programming code) ("Source Code") of the components of the Service, or create derivative works based thereon. Customer also may not download, republish, reproduce, copy, post, transmit, or in any way distribute any material from the Site unless such activities are in direct furtherance of Customer permitted use of the Service and do not in any way violate this Agreement or any Licensing Documents.

    Customer is not permitted to: (a) rent, lease, assign or transfer all or any part of the Service and/or Customer Account Information to any person or entity without the prior written consent of IndustrySafe, Inc.; (b) remove any proprietary notices, labels, or marks on any component of the Service (or the Service or Site generally), whether in machine language or Source Code; (c) use the Service to provide a service bureau by which the Service can be accessed by third parties or by which information produced pursuant to the Service is sold or given to third parties via pay per call or other arrangements; or (d) sublicense, assign, delegate or otherwise transfer this license or any of the related rights or obligations for any reason without the prior written consent of IndustrySafe, Inc. (any attemp to sublicense, assign, delegate or transfer this license, either by contract, statute, corporate merger of any sort, regulation or court order, without the prior written consent of IndustrySafe, Inc. shall be void able at IndustrySafe, Inc.'s sole and absolute discretion). Failure to comply with these restrictions will result in automatic termination of this Agreement.

  4. Privacy. IndustrySafe, Inc. will not disclose any proprietary information about Customer use of the Service.

  5. Account Information and Data Customer is the owner of all data submitted to the Service (“Customer Data”) and IndustrySafe, Inc. will, as set forth herein, provide the data to Customer at the termination of this Agreement. IndustrySafe, Inc. will keep confidential any data entered into the system by Customer and will not disclose any of the data entered into the system to a third party without explicit written permission by Customer.

    Upon termination of the Service, and upon the written request of Customer, IndustrySafe, Inc. will make available to Customer a file of Customer Data within 30 days of termination. IndustrySafe, Inc. reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation Customer non-payment. Upon termination for cause, Customer’s right to access or use Customer Data immediately ceases and IndustrySafe, Inc. shall have not obligation to maintain or forward any Customer Data.

  6. Charges and Payment of Fees Customer shall pay all fees or charges to account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments may be made annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. All payment obligations are noncancelable and all amounts paid are nonrefundable. Customer is responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. Customer must provide IndustrySafe, Inc. with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online ordering process. Added licenses will be subject to the following: added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. IndustrySafe, Inc. reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

  7. Billing and Renewal. IndustrySafe, Inc. charges and collects in advance for use of the Service. IndustrySafe, Inc. will automatically renew and bill your credit card or issue an invoice to you (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless IndustrySafe, Inc. has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. IndustrySafe, Inc.’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on IndustrySafe, Inc.’s income.

    Customer agrees to provide IndustrySafe, Inc. with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, IndustrySafe, Inc. reserves the right to terminate your access to the Service in addition to any other legal remedies.
    Unless IndustrySafe, Inc. in its discretion determines otherwise all Customers will be billed in US dollars and subject to payment terms and pricing schemes.

    If Customer believes billing is incorrect, Customer must contact IndustrySafe, Inc. in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

  8. Non-Payment and Suspension. In addition to any other rights granted to IndustrySafe, Inc. herein, IndustrySafe, Inc. reserves the right to suspend or terminate this Agreement and Customer access to the Service if Customer account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Customer will continue to be charged for User licenses during any period of suspension. If Customer or IndustrySafe, Inc. initiates termination of this Agreement, Customer will be obligated to pay the balance due on Custome account computed in accordance with the Charges and Payment of Fees section above. Customer agrees that IndustrySafe, Inc. may charge such unpaid fees to your credit card or otherwise bill for such unpaid fees.

    IndustrySafe, Inc. reserves the right to impose a reconnection fee in the event of suspension and thereafter request access to the Service. Customer agrees and acknowledges that IndustrySafe, Inc. has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if account is 30 days or more delinquent.

  9. Term. This Agreement shall continue until terminated pursuant to Article 10 below.

  10. Termination. Either Party may terminate this Agreement with 60 days written notice to the designated IndustrySafe, Inc. contact. Upon termination, Customer agrees to cease all use of this Site. IndustrySafe, Inc. shall have the right to immediately terminate Customer access and use of the Site, or any portion of the Site, in the event of any breach by Customer of the Terms and Conditions.

  11. Equipment Operation. Customer is solely responsible for acquiring and maintaining all computer hardware and software, telephone, and other equipment, and all communications and other services needed for access to and use of the Service.

  12. References to Products or Services. Information published by IndustrySafe, Inc. on the Site may contain references or cross references to IndustrySafe, Inc. products or services. Please contact IndustrySafe, Inc. for information regarding the products and services that may be available to Customer.

  13. Trademarks. The terms IndustrySafe, Inc. and the IndustrySafe logo are trademarks or service marks of IndustrySafe, Inc. Nothing contained in the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Site without prior written permission of IndustrySafe, Inc.

  14. Hyperlinked Material. The Site may contain hyperlinks to other sites on the Internet which are not owned or controlled by IndustrySafe, Inc. IndustrySafe, Inc. cannot assume any responsibility for any material on such sites, or any other material outside of the Site, which is accessed directly or indirectly by any such hyperlink.

  15. Security and Data Storage. Customer shall not permit or allow other persons to have access to or to use Customer Account Information other than Customer employees, consultants or agents who have been notified of the restrictions set forth in this Agreement, absent IndustrySafe, Inc.'s prior express written consent. Customer agrees to maintain the confidentiality of all of Customer Account Information and agree to be primarily responsible for all activity pursuant to Customer Account.

  16. Limitation of Liability. Customer specifically agrees that IndustrySafe, Inc. shall not be responsible for the unauthorized access to or alteration of customer transmission(s) or data, any material or data sent or received or not sent or received, any transmission(s) entered in through the service, any expenses, damages or injury caused by any failure of performance, error, omissions, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or use of record, whether for breach of contract, strict liability, tortuous behavior, negligence, or for any other cause of action. Customer also agrees that IndustrySafe, Inc. is not responsible for any threatening, defamatory, obscene, offensive or illegal content or conduct of any third party or any infringement of another's rights, including Intellectual Property Rights. Customer shall hold IndustrySafe, Inc. harmless against any claims that may arise as a result of these matters.

    Customer acknowledges that the operation and availability of the communications systems, including, without limitation, telephone service, computer networks and the Internet, used for accessing and interacting with the Service can be unpredictable and may, from time to time, interfere with or prevent access to or operation of the Service. Customer acknowledges that IndustrySafe, Inc. is not responsible for any such interference with or prevention of Customer use of or access to the Service.

    If for any reason the limited warranty provided by this License should be determined to be invalid or inapplicable to any claim which is based upon the quality or performance of the Service, the aggregate liability of IndustrySafe, Inc. and anyone else who has been involved in the creation, production, or delivery of the Service nevertheless shall be limited to the amount paid by Customer to IndustrySafe, Inc. for the original version of the Service minus fees for development and customization.

    In no event will IndustrySafe, Inc. be liable to Customer for any damages, including any lost profits, business interruption, lost savings, loss of business information or other incidental or consequential damages arising out of the use or inability to use the Service even if IndustrySafe, Inc. has been advised of the possibility of such damages. Nor shall IndustrySafe, Inc. be responsible for any claim by any other party arising from or related to the Service.

    Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to Customer.

    If any provision of this License shall be determined to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. The failure of IndustrySafe, Inc. to exercise any right provided for herein shall not be deemed a waiver of any right hereunder. This License sets forth the entire understanding of IndustrySafe, Inc. and the Customer with respect to the issues addressed herein and may not be modified except by a writing executed by both parties.

  17. Indemnification. Customer agrees to indemnify and hold harmless each and every Contributor, and their respective affiliates, officers, directors, employees, consultants, agents, licensees and licensors from any claim, demand, or damages, including reasonable attorneys' fees, asserted by any third party due to, arising out of, or in any way related to, the use of the Service under Customer Account. As used in this Agreement, "affiliate" means any entity which controls, is controlled by, or is under common control with the named entity.

  18. Equitable Relief. Customer acknowledges that, at the time this Agreement is entered, it would be impossible or inadequate to measure and calculate all of IndustrySafe, Inc.'s damages for the breach of certain provisions of this Agreement and that it would require a court of competent jurisdiction to ascertain IndustrySafe, Inc.'s damages. Accordingly, if Customer breach or threaten to breach any of Customer obligations, IndustrySafe, Inc. shall be entitled, without showing or proving any actual damage sustained, to a stipulated temporary restraining order, and shall thereafter be entitled to apply for a preliminary injunction, permanent injunction, and/or order compelling specific performance, to prevent the breach of Customer obligations under this Agreement. Nothing in this Agreement shall be interpreted as prohibiting IndustrySafe, Inc. from pursuing or obtaining any other remedies as otherwise available to it for such actual or threatened breach, including recovery of damages.
  19. Governing Law/Jurisdiction. This Agreement shall be governed by and construed under the laws of the Commonwealth of Pennsylvania, without reference to principles of conflict of laws, and any action brought by the Parties to enforce or interpret any provision of this Agreement shall be brought exclusively in an appropriate state court or federal court in Philadelphia, Pennsylvania. The Parties hereby consent to such jurisdiction and waive any objection to such venue.

  20. Modifications to Terms. IndustrySafe, Inc. reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. Customer is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute consent to such changes.

  21. Marketing/Customer Reference. Customer agrees to be a reference account for IndustrySafe, Inc., specifically, (a) IndustrySafe, Inc. may use Customer’s name and logo on its website and in its customer lists, marketing collateral and materials, and investor information, and (b) IndustrySafe, Inc. may issue a press release announcing this licensing transaction with Customer.

  22. Questions. Please email us at sales@industrysafe.com with any questions Customer has about these Terms and Conditions.

IndustrySafe, Inc., Philadelphia, Pennsylvania

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