End User License Agreement for SafeSurv 

 

YOU MAY NOT USE SAFESURV-PROVIDED SOFTWARE UNLESS YOU AGREE TO THESE PROVISIONS. BY USING THIS SOFTWARE, YOU AGREE TO ALL OF THESE PROVISIONS.

 

 

1. Introduction. This End User License Agreement (“EULA”) sets forth the provisions under which SafeSurv, Inc. and/or its corporate affiliates (“SafeSurv”) is willing to grant the end user (“You” or “Your”), a single business entity, certain licenses to Client Software and Administrative Service (collectively, “Software”) consisting of such Software as SafeSurv initially or subsequently provides (e.g., as an update, upgrade or new product offering). “Client Software” is SafeSurv-provided software that operates on a SafeSurv Badge or other client device supported by SafeSurv (e.g. a smartphone) or other device provided by SafeSurv or used by the End User (“Authorized Client Device”). “Administrative Service” is SafeSurv-provided software that operates on server hardware maintained offsite by SafeSurv. Defined terms used in this EULA, but not defined herein, are defined in the Supplemental Terms and Conditions.

 

2. License. (a) Software. Subject to the terms and conditions of this EULA, SafeSurv grants You the revocable, nonexclusive right, non-transferable, limited right to (i) access and run (“Use”) the Backend Software on any system, or device with an internet connection; (ii) access and run (“Use”) the Client Software on SafeSurv issued devices in accordance with the Terms and Conditions of this License; (iii) for pilot licenses for certain software provided on a trial basis, use such Software for the limited term specified by SafeSurv in writing. SafeSurv grants You the right to use the applicable License Key issued by SafeSurv only to enable Use of the Backend Software in conjunction with Client Software. (b) Event Services. If an Event Service for SafeSurv Software is provided, then subject to the terms and conditions of the EULA, SafeSurv grants You the non-exclusive right to utilize the Event Service during the applicable Subscription Term solely for Your use in conjunction with the SafeSurv Software, and other Products or Services You have licensed or purchased.

 

3. Title and Ownership. The Software is licensed, not sold to You by SafeSurv and SafeSurv reserves any rights not expressly granted to You. All right, title, and interest in the Software and Product Documentation, including without limitation all patent rights, copyrights, and other intellectual property rights thereto, is retained by SafeSurv and its Licensors. You (including Your permanent and temporary employees and subcontractors) may run the Software and use the corresponding Product Documentation subject to the restrictions herein solely for Your internal business purposes. You shall ensure that Your employees, subcontractors and other agents who have access to the Software are made aware of the terms hereof. This license may be revoked and terminated by SafeSurv at any time for any reason without notice or other action.

 

4. Restrictions of Use. You shall use the Software strictly in accordance with the terms of the Related Agreements and shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Software; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Software; (c) violate any applicable laws, rules or regulation in connection with Your access or use of the Software; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of SafeSurv or its affiliates, partners, suppliers, or the licensors of the Software; (e) use the Software for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (f) install, use or permit the Software to exist on more than the allotted devices at a time or on any other mobile device or computer; (g) distribute the Software to multiple mobile devices; (h) make the Software available as agreed to by SafeSurv over a network or other environment permitting access or use by multiple Mobile Devices or users at the same time; (i) use the Software for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by SafeSurv; (j) use the Software to send automated queries to any website or to send any unsolicited commercial e-mail; or (k) use any proprietary information or interfaces of SafeSurv or other intellectual property of SafeSurv in the design, development, manufacture, licensing or distribution of any applications, accessories or devices of use with the Software; (l) You permit others to license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or make it available to a third party.

 

5. Termination of Use. This Agreement is effective upon Your acceptance of the Agreement, or upon Your downloading, installing, accessing, and using the Software, even if You have not expressly accepted this Agreement. This Agreement shall continue in effect until expiration or termination as provided herein (the “Term”). Term-based licenses terminate upon the expiration of the prepaid term, unless You have paid all applicable fees to extend the term. Without prejudice to any other rights, this Agreement will terminate automatically without notice to You if You breach or fail to comply with any of the limitations or other requirements described herein, including the payment of any applicable fees, and You agree that in any such case SafeSurv may, in addition to any other remedies it may have at law or in equity, remotely disable the Software. You may terminate this License Agreement at any time by providing written notice of Your decision to terminate the Agreement to SafeSurv and ceasing use of the Software and Documentation. Upon any termination or expiration of the Agreement for any reason, You agree to uninstall the Software and either return to SafeSurv the Software, Documentation, all copies thereof, and all license keys that You have obtained, or to destroy all such materials and provide written verification of each destruction to SafeSurv. In the event you continue use of the Software after Termination of use you agree to pay three times the amount of the subscription price.

 

6. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL SAFESURV OR ITS AFFILIATES PARTNERS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE APPLICATION AND ANY THIRD PARTY CONTENT AND SERVICES, WHETHER OR NOT THE DAMGES WERE FORESEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN THE EVENT THE SOFTWARE CAUSES DAMAGE TO THE DEVICE RECOMMENDED BY SAFESURV FOR THE USE OF ITS SOFTWARE THE COMPANY’S LIABILITY IS LIMITED TO THE COST OF REPLACEMENT OF THE DEVICE.

7. Disclaimers of Warranties. THE SOFTWARE IS LICENSED “AS IS”, AND SAFESURV DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE ACCURACY, TIMELINESS, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE FULLEST EXTENT AUTHORIZED BY LAW. THERE IS NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED OR THAT THE SOFTWARE WILL BE COMPATIBLE WITH FUTURE SAFESURV PRODUCTS, OR FOR THE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.

 

8. Guarantee. SafeSurv compliance solutions are provided with the SafeSurv Compliance Pass Guarantee referred here as “Guarantee”. The Guarantee is restricted to Sale to Minor offenses referred to here as “Offense”. Limitations of the Guarantee include (i)set fine amount issued by the State ABC Board (ii) set fine amount issued by City Beer Board (iii) excluding any and all attorney costs (iv) offense must be reported to SafeSurv no later than 5 business days after offense issued. The Guarantee is only valid on the proper use of SafeSurv equipment. Human error voids this guarantee.

 

9. Maintenance and Support. (a.) In order to receive maintenance and support of the Software, You must have (i) paid the fee for the right to use the Software (ii) paid the fee for the upcoming year (if applicable) (iii) followed all the terms and conditions set for in this EULA, including without limitation, used the Software in accordance with the license type You have paid for (iv) installed the latest release of the Software, including without limitation, You must have implemented all improvements and updates to the Software supplied by SafeSurv. (b.) Provided You have fulfilled the requirements set forth in section [a] above, SafeSurv shall provide You with (i) assistance to correct errors in the Software or provide means to circumvent such errors (ii) updates of the Software. (c.) If requested by You and deemed necessary by SafeSurv for the purpose of performing SafeSurv’ obligations under the Maintenance and Support, SafeSurv will take priority access to the Device in which SafeSurv is installed.

 

10. Privacy. (a) SafeSurv may deliver any notice to You via pop-up window, dialog box, email or other means, even though You may not receive the notice unless until You launch the Software. Any such notice will be deemed delivered on the date SafeSurv first makes it available through the Software, irrespective of when You actually receive it. (b) You acknowledge that SafeSurv collects certain information regarding the users of the Software, including certain personally identifiable information. You hereby consent to SafeSurv’ collection and use of such information, and agree that SafeSurv’ collection and use of such information will be governed by SafeSurv. SafeSurv will not sell any data collected which (i) solely identifies any individual person(s), (ii) is in direct violation to any current laws (iii) voids ethical business relationships between SafeSurv and its clients.

11. Passwords and Security. Specific areas of SafeSurv Software are restrictedand access requires a unique user identification (“User ID”) and a password. Unauthorized use of, or access to, these restricted areas is prohibited. When You access any area requiring a User ID and password You agree that SafeSurv is entitled to act on using Your User ID and password. SafeSurv is not, and will not be, liable for any unauthorized access to Your personal information that is not the direct result of our gross negligence or intentional misconduct. You must keep Your password confidential and You must notify us immediately if You think that someone else has, or may have, discovered Your User ID and password. You must also notify us if any unauthorized access to Your account through the Software occurs, or may occur. SafeSurv may block access to restricted areas of our website without prior notice if we believe Your User ID and password are being used by someone else, if there is unauthorized access to Your personal information or a risk of that access, or for other reasons.

12. Controlling Law and Jurisdiction. This Agreement shall be governed by and constructed under the laws of the Sate of Tennessee, USA, excluding choice of laws rules. Any action or proceeding arising from or relating to this Agreement, must be brought in a federal court in the District of Tennessee or in state court in Putnam County, Tennessee, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. This Section 12 shall not restrict SafeSurv’ right to bring an action against You or its subsidiary in the jurisdiction where You or its subsidiary’s place of business is located. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

13. Proprietary Rights to Software and Trademarks. You acknowledge that the Software are proprietary to SafeSurv, and the Software is protected under United States copyright and other intellectual property laws and international treaties. You further acknowledge and agree that, as between You and SafeSurv, SafeSurv and its third party licensors own and shall continue to own all right, title, and interest in and to the Software, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. Except for the limited, revocable license expressly granted to You herein, this Agreement does not grant You any ownership or other right or interest in or to the Software or the Documentation or any other intellectual property rights of SafeSurv, whether by implication, estoppel, or otherwise. Any and all trademarks or service marks that SafeSurv uses in connection with the Software or with services rendered by SafeSurv are marks owned by SafeSurv. This Agreement does not grant You any right, license, or interest in such marks, and You shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.

14. Returns and Refunds. Software items are nonrefundable.

15. Miscellaneous. This Agreement may only be modified in writing by authorized representatives of SafeSurv. All notices required or authorized under this Agreement must be in writing and shall be sent, as applicable to Customer’s legal department or to SafeSurv at: 613 Ewing Ave. Nashville, TN 37203 USA. Waiver of terms or excuse of breach must be in writing and shall not constitute subsequent consent, waiver or excuse.

 

SafeSurv Contact

Website: safesurv.com

Postal Address: 613 Ewing Ave., Nashville, Tennessee 37203

We can be reached via e-mail at help@safesurv.com or You can reach us by telephone at (629)-888-3145.