This Website Access Agreement (referred to throughout this Agreement as the “Agreement”) applies to all East Coast Risk Management – Agency Subscribers of the website OSHAlogs.com (the “Website”).
The Website’s owner and manager, Boss Intellectual Capital, LLC (the “Company”), asks that you (also referred to as the “Client”) read the following Terms and Conditions, all of which cover your use of the Website and any transactions that you engage in through the Website.
Accordingly, by accessing, viewing, or using the Website, you (and any other employees, agents, or related parties accessing, viewing, or using the Website on your behalf) acknowledge that you have read, understand, and agree with this Agreement.
- Agreement to Provide Access. The Client agrees to engage the Company, and the Company agrees to accept such engagement, for the purposes of providing and enabling access to the Company’s website, OSHAlogs.com (the “Website”), which access will be granted to the Client and the Client’s End Users (defined below) in exchange for the monthly fees referenced below in Section 4 and subject to all of the covenants, terms, conditions, and provisions stated in this Agreement. The Client will provide the Company with each End User’s name, login, and password information to facilitate the provision of access. For purposes of this Agreement, the End Users is defined as any “end user” representative business client that is directly affiliated with the Client, but not any clients, affiliates, or other third party relationships of the End Users.
- The Company’s Responsibilities. A.) Access to and Use of the Website. The Company shall perform all reasonably necessary duties and responsibilities during the term of this Agreement to provide access to the Website to the Client and the End Users, subject to the following limitations and parameters:(i) 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 End Users, or any other third parties directly authorized by the Company will be able to access the Website at any particular time, as access to the Website is provided to all of the Company’s customers and clients on an “as-is, as-available” basis.(ii) The Parties acknowledge and agree that the Client’s and the End Users’ access to and use of the Website via the Internet is solely at the Client’s and the End Users’ risk, as the Company does not own or control all 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 and the End Users’ computers and related equipment used to access the Website.(iii) The Parties acknowledge and agree that the Client’s and the End 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 End Users are engaged in illegal activities.(iv) The Parties acknowledge and agree that it is the Client’s and the End Users’ 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.(v) The Parties acknowledge and agree that the Company is not responsible or liable for the accuracy of any information provided or entered into the Website.(vi) 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.B.) Credit to the Client for Website Outage. In the event that the Client is unable to access the Website for more than 15 minutes during any consecutive 24-hour period for reasons caused by the Company and the Client reports such outage to the Company within 7 days of the outage, the Company will credit the Client in the amount of 1/30th of the fee referenced below in Section 4. Only one credit will be given during any 24-hour period and this credit policy will not apply upon the occurrence of any Force Majeure Events (as referenced below in Section 7), scheduled maintenance periods, an issue arising with the Client’s equipment, or if the Client’s account is not in good standing at the time of the outage. For purposes of clarification, the Client acknowledges and agrees that the remedy set forth in this Section 2(B) will be the Client’s sole remedy in the event that the Company breaches this Agreement.
- The Client’s Responsibilities. (A) 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:(i) The accuracy of any information provided or entered into the Website by the Client.(ii) Any information and content that the Client receives as a result of using the Website, including, without limitation, the entire responsibility for any losses of data and information experienced as a result of using the Website.(iii) The use of the Website in a manner consistent with any and all applicable laws and regulations.
- Fees. The Client agrees to pay to the Company the amount of $329 per month in exchange for being granted access to the Website (the “Fees”). The Fees are due in advance of the Company’s grant of access to the Website.
- Term and Termination.
This Agreement will have an initial term of one year beginning on the Effective Date (“Initial Term”). On reaching the end of the Initial Term, and on reaching the end of any renewal term, this Agreement will automatically renew for an additional term equal to the Initial Term unless one Party gives the other Party written notice of its intent to terminate this Agreement at the end of the current term. This notice must be given at least 60 days before the current term expires.
- Ownership of Code, Confidential Information, and Noncompetition.(A) Source and Object Code. The Parties acknowledge and agree that: (i) the Company has previously developed source and object code for purposes of creating the Website (collectively, the “Source Code”); (ii) the Source Code is owned exclusively by the Company; and (iii) the Parties have no intention to convey any rights or licenses of the Source Code to the Client based on this Agreement. Furthermore, there is no agreement for the Company to provide a sublicense to the Client for any software to which the Company is a licensee.(B) Confidential Information.(i) Each Party agrees to use the same care and discretion, but in no event less than reasonable care and discretion, to prevent disclosure, publication, or dissemination of the other Party’s Confidential Information (defined below) as it employs with similar information of its own. Additionally, each Party agrees to not use, reproduce, distribute, disclose, or otherwise disseminate the other party’s Confidential Information except in connection with the performance of its obligations under this Agreement.(ii) As used in this Agreement, “Confidential Information” means any and all data and information relating to the business of the disclosing Party that: (i) the receiving Party becomes aware as a consequence of (or through) this Agreement; (ii) has value to the disclosing Party and is not generally known by its competitors; (iii) is treated by the disclosing Party as confidential. Further, Confidential Information does not include any data or information that: (i) is already known to the receiving Party; (ii) has become generally known to the public through no wrongful act of the receiving Party; (iii) has been rightfully received by the receiving Party from a third party without restriction on disclosure and without, to the knowledge of the receiving Party, a breach of an obligation of confidentiality running directly or indirectly to the other Party; (iv) has been previously disclosed pursuant to a requirement of a governmental agency or of law without similar restrictions or other protection against public disclosure, or is required to be disclosed by operation of law; (v) is independently developed by the receiving Party without use, directly or indirectly, of the Confidential Information received from the other Party; or (vi) is furnished to a third party by the disclosing Party without restrictions on the third party’s right to disclose the information.(C) Noncompete. The Client covenants and agrees that during the term of this Agreement with the Company and for a period of two (2) years after the termination of this Agreement for any reason that it will not, directly or indirectly, either for itself or on behalf of any other person or entity, compete with the Company. For the purposes of this section, “compete” includes serving as an owner, director, officer, employee, or other similar role for any person or entity that carries out the same or similar business activities as the Company, including, but not limited to, developing and/or providing access to a website, application, software, or related information technology that uses the Source Code or provides a similar user experience that generates content for the purpose of completing OSHA and/or state regulated injury and illness related reports for submission to government and regulatory agencies.
- Limitations on Liability, Indemnification, and Default.(A) Limitations on Liability. The following disclaimer provisions will apply with full force and effect unless prohibited by law, in which case as much of the disclaimer provisions as possible will be retained and remain in full force and effect subject to the severability provision stated below in Section 8:(i) The Client agrees that ACCESS TO THE Website is provided “AS IS” and on an “AS AVAILABLE” basis.(ii) the Company will not be liable for the loss of data or any losses resulting from the interruption of service unless such loss of data or interruption in service is caused by the Company’s gross negligence or willful misconduct.(iii) 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 WILL BE UNINTERRUPTED OR ERROR-FREE.(iv) IN NO EVENT WILL THE COMPANY OR ANY OTHER PARTY INVOLVED IN PROVIDING ACCESS TO THE WEBSITE 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, WHETHER ARISING IN CONTRACT OR IN TORT, OR RESULTING FROM THE FAULT OR NEGLIGENCE OF THE COMPANY.(v) 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.(B) Force Majeure. 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”).
(C) Indemnification. The Parties mutually agree to indemnify and hold each other harmless from any and all liabilities, claims, losses, expenses, or costs (including reasonable attorneys’ fees) resulting from any injury or damage sustained by any person or entity as a result of any action, inaction, or other conduct of either Party in connection to accessing or using the Website or performing any obligations under this Agreement.
(D) Default. In the event that the Client breaches this Agreement, the Company may, in addition to all remedies available by law and provided in this Agreement, immediately terminate this Agreement. In the event that the Company breaches this Agreement, the Client’s remedies will be limited to the exclusive remedy set forth above in Section 2(B). Additionally, the Parties acknowledge and agree that if either Party must take legal action to enforce this Agreement in the event of a breach or violation by the other Party, the non-breaching Party will be entitled to recover all costs incurred (including reasonable attorneys’ fees) from the other Party.
- Miscellaneous.All captions and headings contained in this Agreement are only intended to assist with identification and have no legal significance. Whenever required by the context, the singular number includes the plural, the plural number includes the singular, and the gender of any pronoun includes the other genders or entities. This Agreement (including any exhibits or schedules attached to this Agreement) represents the complete agreement between the Parties, and no covenant, term, condition, or understanding has been agreed by the Parties except as set forth in this Agreement. Each Party covenants, warrants, and represents to the other Party that it will act in good faith, act with due diligence, and provide its complete cooperation, and it will do such other and further acts, including, without limitation, the execution of any documents or instruments that are reasonable or may be necessary, helpful, or convenient in carrying out the purposes and intent of this Agreement. If any portion of this Agreement is determined by a court or other tribunal to be invalid, the remaining provisions of this Agreement will not invalidated. A waiver by the Company of a breach or violation of any covenant or duty of the Client under this Agreement is not a waiver of a breach or violation of any other covenant or duty of the Client or any subsequent breach or violation of the same covenant or duty. This Agreement may only be amended in a writing signed by all Parties. Except as otherwise provided in this Agreement, no Party may transfer or assign this Agreement or any rights under it without the prior written consent of the other Party. Nothing in this Agreement will be construed to be to the benefit of any third party, nor is it intended that any provision will be for the benefit of any third party. This Agreement and any other documents referred to in this Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Michigan. This Agreement may be signed in one or more counterparts and be effective as a single document. Signatures contained in any counterparts will be treated as originals. Each of the Parties represents and warrants to the other Party that the following are true and correct as of the Effective Date: (i) each Party has the full right, power, and authority to enter into this Agreement and to perform all of its obligations in accordance with its provisions; and (ii) neither the execution nor the delivery of this Agreement by each Party, nor the performance of any of the obligations under this Agreement, will result in the breach or violation of any provision (or constitute a default) under any indenture, contract, or other agreement or instrument to which either Party is a party or under which the Party has any rights or obligations.
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.
V 1.1 / April 1, 2017