SAFE SITE CHECK IN
This Click-Wrap subscription SaaS (“Software as a Service”) License Agreement, (this “Agreement”), is a binding contract between Site Check In LLC (“SSCI”) and the individual or type of Person intending to use the SaaS Services, hereinafter referred to as “Licensee”.
1.1. “Applicable Law” means all applicable federal, state, local, and municipal statutes, ordinances, laws, rules, regulations, directives, and administrative or judicial decisions, in each case issued by any governmental or regulatory authority.
1.2. “Site License Fee” is the base fee payable to SSCI by Licensee for subscription to the SaaS Service, as set forth in the customer purchase portal.
1.3. “SMS Text Fee” is a fee that may be charged to a user’s cell phone account by their cell service provider if they are configured to receive Text Alerts from the SSCI App.
1.4. “Customer Purchase Portal” is a secure web page that Customer can access via the Safe Safe Check In Admin app to manage their subscription license.
1.5. “Check In” means the process by which an individual Site worker or visitor answers site entry questions and terms and checks in to a Site using a mobile device and the SSCI App.
1.6. “SaaS Services” means the component of the SSCI Services delivered as a software-as-a-service subscription model that is integrated with the SSCI App and allows Customer to manage Check-Ins at multiple Sites, create custom reports, assess compliance, maintain security access logs, and administer Customer’s account.
1.7. “Site” means each specific work-site location where Customer will use the SSCI Services and the SSCI App to Check In workers and others to such locations, as identified in a Quantity Ordered via the customer purchase portal.
1.8. “SSCI Services” means the SaaS Services and the Professional Services.
1.9. “Subscription Commencement Date” is the date on which Licensee’s subscription to the SaaS Services begins, as set forth by the initial credit card purchase date.
2. SaaS Services.
2.1. The term of Licensee’s subscription will begin on the Subscription Commencement Date and continue on an automated monthly cycle until terminated as provided below.
2.2. Customer has the right to cancel its subscription within 30 days after commencement of the initial site purchase without penalty.
2.3. Customer will identify its supervisor and other user(s) with administrative access to Customer’s account and will receive access credentials from SSCI. Customer is solely responsible for all activity that occurs in Customer’s account. Customer must keep all access credentials confidential and secure. Customer shall not solicit or use any other user’s access credentials or act in any way that interferes with other users’ use of the SaaS Services or SSCI App.
3.1. Customer shall maintain SSCI branding in connection with the Check Ins at each Site according to guidelines provided by SSCI.
3.2. SSCI hereby grants Customer a limited, revocable, non-exclusive, fully-paid, non-transferable, non-sublicensable right and license to use the SSCI name, logos, trademarks and service marks (as furnished to SSCI under this Agreement) during the term of this Agreement in connection with Check Ins at Customer’s Sites and Customer’s use and promotion of the SSCI App, subject to SSCI’s guidelines regarding the use of such materials and SSCI’s right to object to such use in any context in SSCI’s sole discretion.
5. Reservation of Rights. Other than rights expressly granted to Customer in this Agreement, SSCI retains all of its right, title and interest in and to the SaaS Services, the SSCI App, the SSCI name, logos, trademarks and service marks, and all related content, including all intellectual property rights therein, and nothing in this Agreement shall be deemed to create a license in or under any such intellectual property rights.
6. NO WARRANTY. THE SSCI SERVICES AND THE SSCI APP ARE PROVIDED ON AN AS-IS BASIS. SSCI DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SSCI SERVICES OR THE SSCI APP, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY AGAINST INFRINGEMENT, AND ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR ANY COURSE OF DEALING OR PERFORMANCE.
7. Term and Termination.
7.1. The term of this Agreement will begin on the Subscription Commencement Date and will automatically renew month-to-month under the same terms until terminated as provided herein.
7.2. This Agreement may be terminated by Customer for any reason by written notice to SSCI within the first 30 days after the Subscription Commencement Date, after which Customer will receive a refund of all Base Fees paid within such 30-day period.
7.3. This Agreement may be terminated by Customer at any time by cancelling through the Customer Purchase Portal. Partial month refunds are not available, and future credit card auto billing is terminated upon cancel.
7.4. SSCI may immediately terminate this Agreement (or, at SSCI’s election, suspend Customer’s subscription and access to Customer’s account) by written notice to Customer if Customer fails to timely pay any fee required to be paid by Customer under this Agreement or otherwise breaches this Agreement.
7.5. SSCI may terminate this Agreement for any reason, or no reason, upon 30 days’ written notice to Customer.
7.6. Any termination of this Agreement will immediately terminate Customer’s subscription and access to Customer’s account, including all associated content and data.
8. Compliance with Law; Indemnification.
8.1. At all times Customer and Customer’s use of the SSCI Services and the SSCI App shall comply with all Applicable Law.
8.2. Customer shall indemnify, defend, and hold harmless SSCI, its affiliates, officers, directors, managers, members, employees and agents (“SSCI Indemnitees”) from and against all third-party liabilities, losses, claims, suits, damages, and expenses, including reasonable attorneys’ fees (collectively, “Losses”) arising out of or attributable to: (a) any use of the SSCI Services or the SSCI App by Customer or any worker, visitor or other invitee of Customer at any Site, (b) any material breach of any representation, warranty, or covenant made by Customer under this Agreement, (c) the negligence, willful misconduct or failure to comply with Applicable Law by Customer or any worker, visitor or other invitee of Customer at any Site, or (d) the grant or denial of access to any person at any Site; in each case except to the extent that such Losses are caused directly by: (i) any material breach of any representation, warranty, or covenant made by SSCI under this Agreement, or (ii) the gross negligence or willful misconduct of any SSCI Indemnitee.
9. Limitation of Liability. Except for the indemnification obligations in Section 9, in no event will either party or its representatives be liable to the other for any special, indirect, or consequential damages arising out of this Agreement or the breach thereof, or arising out of Customer’s use of or inability to use the SaaS Services or the SSCI App or any portion thereof. Such excluded damages include, without limitation, damages and costs incurred as a result of loss of time, loss of data, or loss of profits, regardless of whether such losses were reasonably foreseeable or whether either party was aware of the possibility of such loss or damage. The foregoing exclusion of damages applies regardless of the form of action, whether in contract, negligence, strict liability, tort, product liability or otherwise.
10.1. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
10.2. Entire Agreement. This Agreement and the exhibits hereto, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, whether written or oral, and shall not be modified except by a writing signed by the parties hereto.
10.3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to its principles of conflicts of law.
10.4. No Waiver. No waiver of any of the provisions contained in this Agreement shall be valid unless made in writing and executed by the waiving party. If any party shall on any occasion fail to perform any term of this Agreement and the other parties shall not enforce that term, the failure to enforce on that occasion shall not prevent enforcement of that or any other term hereof on any other occasion.
10.5. Severability. If any section of this Agreement is held invalid by any law, rule, order, regulation, or promulgation of any jurisdiction, such invalidity shall not affect the enforceability of any other sections not held to be invalid.
10.6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
10.7. Notices. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be directed to the receiving party’s email address as provided during the service sign up process hereto and shall be given in writing, including email, and shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered personally to the party to whom the same is directed or transmitted by email, (ii) one business day after deposit with a commercial overnight carrier, with written verification of receipt, or (iii) five business days after the mailing date, whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid.