1. Acceptance of Terms
1.2 If Users are entering into this TOS on behalf of a company or other legal entity, Users represent that Users have the authority to bind such entity and its affiliates to this TOS. In that case, the terms “Users” will also refer to such entity as applicable. If Users do not have such authority, or if User does not agree with this TOS, Users may not use the Service. Users acknowledge that this TOS is a contract between Users and SiteSafetyPlan.com, even though it is electronic and is not physically signed by Users and SiteSafetyPlan.com, and it governs your use of the Service.
1.3 SiteSafetyPlan.com reserves the right to change our TOS as our business evolve. SiteSafetyPlan.com will notify Users of any material change within a reasonable time frame via email, blog or on our Site. Users can review the most current version of the TOS at any time by visiting this page. The revised terms and conditions will become effective on the date set forth in our notice, and if Users use the Service after that date, Users will agree to accept revised terms. If any change to this TOS is not acceptable to Users, please do not use our Service.
1.4 Users are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login or account, including the activities of other project Users.
1.5 Primary Users (account owners, Subscribers) are solely responsible for informing members of the applicable company policies, obtaining any legally required member consent to such policies, and for ensuring that all uses of the Services comply with applicable federal, state and/or international privacy laws, including but not limited to, the Electronic Communications Privacy Act, 18 U.S.C. § 2510 et seq.
1.6 By using our Services, Users affirm that you are at least 18 years of age (or legal age of local residence). Users represent that you fully understand and are in compliance with the terms and conditions in this TOS. Do not use our Service if you are under the age of 13, unless you have parental or guardian permission. If we become aware that you are using the Service even though you are under 13, we will deactivate your account.
2. SERVICES AND SUPPORT
2.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Level Terms and Description in Exhibit A. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
2.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit B.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
3.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
3.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. [Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
3.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
4. CONFIDENTIALITY; PROPRIETARY RIGHTS
4.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
4.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
4.3 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
5. PAYMENT OF FEES
5.1 Customer will pay Company the then applicable fees described in Exhibit C Billing Structure for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Billing Structure or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
5.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
6. TERM AND TERMINATION
6.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in Exhibit C Billing Structure, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
6.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. Data in expired subscriptions for Applications will not be deleted. Data backups, if included into your plan, has a retention policy of 90 days. SiteSafetyPlan.com will notify a User if no activity in last 90 days. If a User will not login to reactivate SiteSafetyPlan.com will delete an account and associated data. SiteSafetyPlan.com will also only store data from deleted projects and associated files up to 90 days. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
7. WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
9. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of [California] without regard to its conflict of laws provisions. [The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.]
Service Level Terms
SiteSafetyPlan.com provides an online collaboration tool (the “Service) that allows multiple users to coordinate on projects, tasks and other endeavors by providing the adequate tools to do so. The type and number of tools and services will depend on which Paid Plan User is on. SiteSafetyPlan.com reserves the right to make updates or modification to its Service from time to time. If SiteSafetyPlan.com determines any modification may result in reduction in the Services’ functionality or features, SiteSafetyPlan.com will notify all users via email in advance. The “Service” does not include User Data (as defined herein) or any software application or service that is provided by you or a third party, which you use in connection with the Service, whether or not SiteSafetyPlan.com designates them as “official integrations”. Any modifications and new features added to the Service are also subject to this TOS. SiteSafetyPlan.com reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to SiteSafetyPlan.com. The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.
Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by calling 562 420-3456 or any time by emailing firstname.lastname@example.org. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.
Monthly Plan Example of Monthly Paid Plan Billing:
A User subscribes to Level B Plan on 15th Sep. SiteSafetyPlan.com allows 5 Organizer roles and 2 Safety Manager roles. User is charged $150.00 for use between 15 Sep and 15th Oct.
Changes to Paid Plan:
Upgrades to current plans including: Plan upgrade or User upgrade will result in additional charges. Any plan upgrade will increase User billing to the appropriate price level on the next billing cycle. Changes to plan during month will be prorated.
Please see below for examples:
1. Plan Upgrade Example
Users have been a Free User for the past 2 months and now have decided to sign up with a new Level B Account. User signs up a new Subscription on Nov 1st. SiteSafetyPlan.com Users will be charged accordingly on Nov 1st.
2. Plan Downgrade Example
Users is currently on Level A Account with 15 Active users. User’s billing cycle is the 1st of every month. If User decide to cancel mid month and move down to Free, User will receive a credit, prorated for current billing cycle and Active Users that was charged at beginning of the month.
Example of Yearly Paid Plan Billing:
A user subscribes to Yearly Level A Plan on January 15th will be charged initially $104.00*12mo = $1,249.00.
Any additional users will be charged at a further discounted price as seen on our Pricing Guide.
Changes in Active Users
Any increase in Active Users in addition to the original Yearly amount will be billed based on (i) additional user amount per that plan and (ii) number of remaining months. For example, if a customer purchased Level A Yearly Plan on Jan 15th, the initial charge will be $135.00*12mo = $1,620.00. If by March 12th, SiteSafetyPlan.com allows users to add individual users per our pricing guide, so If on March 15th, additional 5 users are added, the the customer will now be charged an additional ($25/MO*10months) = $250.00 per user.
Decreases in Active Users will not result in credits or refund. Total Seats purchased at the beginning of Yearly Subscription is the considered the Maximum allowed seat per that agreement without incurring additional charges. Adding additional users will result in a price increase and an increase of your Maximum allowed seats.
SiteSafetyPlan.com now offers 3 unique pricing package: Free, Level C, Level B, and Level A. Details on each specific account can be found here at https://sitesafetyplan.com/pricing.html. All users are subject to SiteSafetyPlan.com’s Terms and Conditions as described herein – this includes all Free and PAID users.
SiteSafetyPlan.com’s Free plan is provided at zero cost to all Users, but is limited in features and additional applications as compared to other paid plans.
Paid plans are SiteSafetyPlan.com’s premium accounts. Pricing per plan can be found here http://sitesafetyplan.com/pricing.html. Each level of SiteSafetyPlan.com’s paid plan includes additional applications and support as stated. Please note that Paid Plan Users will only have access to Applications and Modules included in Users’ specific plans which Users can add to as many projects and as many users as required. New features released, which were not included in the original Plan, will be provided free of charge to each paid plan as determined by SiteSafetyPlan.com.
If you select a Paid Plan, you must provide your current and accurate billing data. A valid Credit Card and Billing information are required to complete the purchase. All payments will be charged in US Dollars. By subscribing to the Monthly Subscription, Users are authorizing SiteSafetyPlan.com to charge their Credit Card during Users’ billing cycle. Paid Plan users will be charged based on the plan pricing and number of Active Users during that month as explained above. A user can update their billing information under their SiteSafetyPlan.com Account to update Credit Card information. User agrees that failure to update billing information will result in continuing to charge the payment method on file. If the Credit Card on file has failed, SiteSafetyPlan.com will notify Users via email. If there continues to be no communication, SiteSafetyPlan.com will continue emailing in 3 days, in 5 days and again in 7 days. If there continues to be no response, SiteSafetyPlan.com will deactivate the account.