Agreement to Provide Access
The Company’s Responsibilities
Access to the Website
The Company shall provide an access point to the Website through www.eastcoastriskmanagment.com, until such access is terminated pursuant to Section 5, to the Client and the Authorized Users, subject to the following limitations and parameters:
- The Parties acknowledge and agree that computers and related equipment need routine maintenance and sometimes break down. Also, the Parties acknowledge and agree that the Company cannot control the timing or volume of attempts to access the Website. Accordingly, the Company does not guarantee that the Client, the Authorized Users, or any other third parties directly authorized by the Company, will be able to access the Website or www.eastcoastriskmanagment.com at any particular time, as access to the Website and www.eastcoastriskmanagement.com is provided on an “as-is, as-available” basis.
- The Parties acknowledge and agree that the Client’s access to and use of the Website via the Internet is solely at the Client’s risk, as the Company does not own or control all of the various facilities and communication lines through which access may be provided. Accordingly, the Company assumes no responsibility for the security of the Client’s or the Authorized Users’ computers or related equipment used to access the Website.
- The Parties acknowledge and agree that the Client’s and the Authorized Users’ access to the Website is subject to all applicable local, state, national, and international laws and regulations. Also, the Parties acknowledge and agree that the Company may, in its sole discretion, notify and cooperate with law enforcement authorities if it suspects that the Client or the Authorized Users are engaged in illegal activities.
- The Parties acknowledge and agree that it is the Client’s responsibility to develop and maintain internal procedures to regulate and protect the content generated by the Website, including making appropriate backup copies of such content. Accordingly, the Company is not responsible for the backup and restoration of such content.
- The Parties acknowledge and agree that the Company is not responsible or liable for the accuracy of any information provided, entered into or generated from the Website unless a prior agreement with the Company regarding the maintenance of OSHA logs is in effect.
- The Parties acknowledge and agree that the Company is not responsible or liable for any obligations related to filing or sending any content generated by the Website to any government or regulatory agency unless a prior agreement with the Company regarding the maintenance of OSHA logs is in effect.
The Client’s Responsibilities
The Client’s Access to and Use of the Website
In addition to the Client’s obligations otherwise specified in this Agreement, the Client agrees to be responsible for each of the following:
- The accuracy of any information provided or entered into the Website by the Client as well as any reports or data generated therefrom;
- Once use of the Website is terminated by either Party, the Client is responsible for obtaining and maintaining a copy of any of its information that was stored within the Website within the 30 day notice of termination period, as defined in Section 5, by either printing the information from the Website or otherwise exporting or backing up the data so that the information can be accessed by the Company for its future use;
- The use of the Website in a manner consistent with any and all applicable laws and regulations; and
- The Client shall ensure that only Authorized Users access and use the website
Consideration and Indemnification
In exchange for the Company allowing the Client and its Authorized Users to access the Website, on a pro bono basis, the Client agrees to the following. The Client agree to defend, indemnify and hold the Company, its agents, affiliates and employees, harmless from and against any and all claims, defense costs, including attorneys’ fees and dispute resolution costs, damages and other liabilities, actual or alleged, arising out of, or in any way be connected with use of the Website, including, but not limited to, the accuracy of information entered into, stored in or generated from the Website. In addition, the Client also agree to defend, indemnify and hold the Company, its agents, affiliates and employees, harmless from and against any and all claims, defense costs, including attorneys’ fees and dispute resolution costs, damages and other liabilities, actual or alleged, which result from a breach of the Client’s responsibilities.
The Company may terminate this Agreement, effective upon a written 30-day notice to the Client as follows:
- if the Client, breaches this Agreement and such breach
- is incapable of cure; or
- being capable of cure, remains uncured for 30 days after Company provides written notice thereof without cause after 30 days written notice.
The Client may terminate this Agreement for any reason with 30 days written notice to the Company.
Notice of cancelation to the Client will be sent via email by the Company to each Authorized User. The Client will send notice of cancellation via email to [email protected]
The existence of and terms contained in this Agreement shall not be disclosed outside the Client’s business and shall not be duplicated, used or disclosed in whole or in part for any purpose outside of the Client’s business unless authorized by the Company.
This Agreement represents the complete agreement between the parties hereto with respect to the subject matter contained herein.
Any and all amendments to the terms of this Agreement must be made in writing and agreed to by both parties.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
Governing Law, Mandatory Choice of Forum and Consent to Personal Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to principles of conflict of laws. Any legal suit, action or proceeding arising out of or related to this Agreement shall be instituted exclusively in the United States District Court for the Western District of Pennsylvania or the courts of the State of Pennsylvania, Westmoreland County. Both parties expressly consent to the jurisdiction of such courts. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. Each party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions in any manner provided by law. Lastly, each party submits and specifically consents to personal jurisdiction in the courts of the state of Pennsylvania, as well in the United States District Court for the Western District of Pennsylvania, and hereby waives any objection based upon personal jurisdiction or forum non conveniens.
- No Oral Waivers. No waiver under this Agreement is effective unless it is in writing (excluding an email), identified as a waiver to this Agreement and signed by an authorized representative of the party waiving its right.
- Waiver Only for Specific Instance and Purpose. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion.
- Failure, Delay and Course of Dealing Not a Waiver. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement:
- any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or
- any act, omission or course of dealing between the parties
Limitation on Liability
The Client agrees that ACCESS TO THE Website AND WWW.EASTCOASTRISKMANAGEMENT.COM is provided “AS IS” and on an “AS AVAILABLE” basis. the Company will not be liable for the loss of data or any losses resulting from the interruption of service. THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY THAT THE WEBSITE OR WWWW.EASTCOASTRISKMANAGEMENT.COM WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT WILL THE COMPANY OR ANY OTHER PARTY INVOLVED IN PROVIDING ACCESS TO THE WEBSITE (OR WWW.EASTCOASTRISKMANAGEMENT.COM0 OR PERFORMING ANY OTHER SERVICES OR OBLIGATIONS UNDER THIS AGREEMENT BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE, PARTIAL USE, OR INABILITY TO ACCESS OR USE THE WEBSITE OR WWW.EASTCOASTRISKMANAGEMENT.COM, WHETHER ARISING IN CONTRACT OR IN TORT, OR RESULTING FROM THE FAULT OR NEGLIGENCE OF THE COMPANY. THE COMPANY MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH THE WEBSITE, AND THE CLIENT UNDERSTANDS AND AGREES THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT THE CLIENT’S OWN RISK.
The Company will not be liable for delays, damages, or failures in performance due to events of force majeure (i.e. intended to be defined as broadly as possible to cover any and all causes beyond the Company’s reasonable control), including, but not limited to, acts of a governmental body, acts of God, acts of third parties, fires, floods, strikes or other labor-related disputes, an inability to obtain necessary equipment or services, the severing of off-site communication lines by a third party, or other events of force majeure (collectively, “Force Majeure Events”).
You agree to be bound by any affirmation, assent, or agreement you transmit through the Website, including but not limited to any consent you give to receive communications from the Company solely through electronic transmission.
Additionally, you agree that if you click on an “I agree”, “I consent”, or other similarly worded “button” or entry field with your mouse, keystroke, or other computer device on the Website, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.
Accordingly, to legally consent to the terms and conditions of this Agreement, please proceed as requested below.