Updated March 1, 2019
TERMS AND CONDITIONS OF SAFESIDE PREVENTION SUBSCRIPTION
These terms and conditions and the proposal (the “Proposal”) executed by the subscriber that signs the Proposal (the “Subscriber”) (collectively the “Subscription Agreement”) constitute a legal agreement between SafeSide Prevention, LLC (“SafeSide Prevention”) and the Subscriber.
a. “Contract Year” has the meaning set out in Section 10(a).
b. “Effective Date” means the date set out in the Proposal.
c. “End Users” means the Subscriber if the Subscriber is an individual, or all employees of the Subscriber and all medical providers affiliated with the Subscriber if the Subscriber is a company or governmental entity.
d. "Fees" shall mean the Subscription Fees and the Services Fees.
e. “Initial Term” has the meaning set forth in the Proposal.
f. “InPlace Learning” means a library of video materials and access to live Q&A sessions.
h. “Proposal” has the meaning set out in the introductory paragraph.
i. “Renewal Term” has the meaning set out in Section 10(a).
j. “SafeSide Prevention Materials” means the SafeSide Prevention website and all materials that may be accessed via the SafeSide Prevention website, including:
- all InPlace Learning Materials
- a facilitator guide for team-based discussion
- monthly newletters
k. "Services" shall mean the services that SafeSide Prevention will provide to the Subscriber as set forth in the Proposal.
l. "Services Fees" shall have the meaning set forth in Section 3(a).
m. “Subscriber” means the person or company or government entity that enters into this Subscription Agreement with SafeSide Prevention and the Subscriber’s End Users.
n. “Subscription” has the meaning set out in Section 2.
o. “Subscription Agreement” has the meaning set out in the introductory paragraph.
p. “Subscription Fees” has the meaning set out in Section 3(a).
q. “Term” has the meaning set out in Section 10(a).
SafeSide Prevention hereby grants to the Subscriber a non-exclusive and non-transferable license allowing the Subscriber’s End Users to connect to and access the SafeSide Prevention Materials in accordance with this Subscription Agreement during the Term of this Subscription Agreement (the “Subscription”). All Subscriptions granted under these terms shall be for a period of one (1) year from the Effective Date.Subscriber’s rights in the SafeSide Prevention Materials will be limited to those expressly granted in this Agreement. SafeSide Prevention reserves all rights and licenses in and to the SafeSide Prevention Materials that are not expressly granted to the Subscriber under this Subscription Agreement.
All SafeSide Prevention Materials are protected by copyright, trademark and other intellectual property and proprietary rights and laws. The Subscriber agrees that the Subscriber and the Subscriber’s End Users are only authorized to use, visit, view and to retain pages of the SafeSide Prevention Materials solely for Subscriber’s own non-commercial uses. Unless otherwise specifically authorized by SafeSide Prevention in writing, the Subscriber also agrees that the Subscriber and the Subscriber’s End Users shall not duplicate, download, publish, modify or distribute in any other way the SafeSide Prevention Materials for any purpose other than the Subscriber’s own individual, noncommercial use. SafeSide Prevention may post legal notices and various credits on pages of the SafeSide Prevention Materials.The Subscriber shall not remove these notices or credits, or any additional information contained along with the notices and credits.
The Subscriber hereby grants to SafeSide Prevention a perpetual, royalty free license to use and display with the SafeSide Prevention Materials any questions or comments made by the Subscriber or any End User during any Q&A session and/or in any discussion boards. The Subscriber acknowledges that all Q&A sessions will be recorded and made part of the SafeSide Prevention Materials and the Subscriber hereby grants consent to such recording and use.
SafeSide Prevention will perform the Services set forth in the Proposal.
a. The Subscriber shall pay to SafeSide Prevention an annual fee in exchange for allowing the End Users to access the SafeSide Prevention Materials (the “Subscription Fee”).The Subscription Fee for the Initial Term is set out on Schedule A, attached to this document, and shall be paid when this Subscription Agreement is executed. The Subscription Fee paid for each Renewal Term shall be the fee for the Renewal Term set forth on Schedule A if any, or if no Subscription Fee is set out in the attached Schedule A, the standard SafeSide Prevention Subscription Fee in effect on the date of payment.The Subscription Fee for the Initial Term and all Renewal Terms is to be paid before use of the SafeSide Prevention Materials by the End Users.All Subscription Fees paid are nonrefundable.
b. All Subscription Fees are given in U.S. dollars unless otherwise specified. All amounts payable under this Subscription Agreement are exclusive of all sales, use, value-added, excise, property, withholding, and other taxes and duties. The Subscriber will pay all taxes and duties assessed by any authority in connection with any Subscription Fees paid. The Subscriber will promptly reimburse SafeSide Prevention for any and all taxes or duties that SafeSide Prevention may be required to pay in connection with the Fees.
c. The Subscriber warrants that it has the total number of End Users set out forth in the Proposal.In the event that the number of the Subscriber’s End Users increases by more than Twenty Percent (20%) of the number of End Users set out on Schedule A, the Subscriber shall notify SafeSide Prevention of this increase within thirty (30) days.
4. CONDITIONS OF USE.
As a condition of the grant of the Subscription by SafeSide Prevention, the Subscriber hereby agrees that Subscriber shall not (and shall not permit the Subscriber’s End Users to):
a. alter or remove any notices, graphics or text contained on or in the SafeSide Prevention Materials or modify the SafeSide Prevention Materials in any form, without the express written permission of SafeSide Prevention.
b. use, intentionally or unintentionally, any part of the SafeSide Prevention Materials in a manner contrary to or in violation of any applicable international, national, federal, state, or local law, rule, or regulation that has the force of law.
c. attempt to gain unauthorized access to any services, accounts, computer systems, or networks connected to any server used for the SafeSide Prevention Materials,
d. make any use of the trademarks, service marks, trade names, logos, and graphics on the SafeSide Prevention Materials without SafeSide Prevention’s prior written consent.
5. USER INFORMATION.
End Users who wish to receive CME credit will be required to register and create an account to access the SafeSide Prevention Materials. By registering or creating an account, the Subscriber agrees that each End User will provide accurate and complete information and will inform SafeSide Prevention of any changes to that information. The Subscriber is responsible for maintaining the confidentiality of each End User’s account and password and for restricting access to each End User’s computer. The Subscriber agrees to accept responsibility for all activities that occur under each End User’s account or password. If the Subscriber believes there has been unauthorized use, the Subscriber must notify SafeSide Prevention immediately.
6. MODIFICATIONS TO SAFESIDE PREVENTION MATERIALS.
SafeSide Prevention reserves the right at any time to modify the SafeSide Prevention Materials (or any part thereof) with or without notice. The Subscriber agrees that SafeSide Prevention will not be liable to the Subscriber or to any third party for any modification.
SafeSide Prevention endeavors to ensure that the SafeSide Prevention Materials are current and accurate. However, errors and misprints may occur.
8. CME CREDIT.
SafeSide Prevention shall arrange, at SafeSide Prevention's cost, for a third party provider to provide up to the number of CME Credits set forth in the Proposal to the End Users each Contract Year.
10. TERM AND TERMINATION.
a. This Subscription Agreement and the Subscription shall continue in force and effect for a period of one (1) year from the Effective Date unless terminated in accordance with the provisions of this Section 10 (the “Initial Term”).The Term of this Agreement shall automatically renew for additional one (1) year periods beginning on the anniversary of the Effective Date (each period is called a “Renewal Term”).The Initial Term and the Renewal Term shall be referred to together as the “Term” for the purposes of this Agreement.Each one year period beginning on the Effective Date or the anniversary of the Effective Date and ending one year later shall be referred to as a “Contract Year.”
b. This Subscription Agreement and the Subscription granted in accordance with this agreement may be terminated by SafeSide Prevention in accordance with the following:
i. Without the necessity of notice or demand, if the Subscriber becomes the subject of any bankruptcy or insolvency proceeding which is not stayed or dismissed within 30 days of its commencement.
ii. If the Subscriber breaches any provision of this Subscription Agreement, including failure to pay the Subscription Fee when due.
ii. If the number of the Subscriber’s End Users increases by more than twenty percent (20%) of the number set out in Schedule A.In such an event, the Subscriber and SafeSide shall work to agree on an appropriate increase to the Subscription Fees.If the Subscriber and SafeSide are not able to agree upon an increase, SafeSide may terminate the Term and the Subscription upon notice to the Subscriber.
c. The Term of this Agreement may be terminated effective as of the last day of the Initial Term or any Renewal Term by either Subscriber or SafeSide Prevention provided the terminating party provides notice of the termination at least thirty (30) days prior to the anniversary date of the Effective Date.
d. Upon the termination of the Term of this Agreement for any reason, the Subscriber’s and the End User’s right to access and use the SafeSide Prevention Materials shall immediately cease.
e. Termination of the Term of this Subscription Agreement or any Subscription granted in accordance with this agreement shall not limit the remedies otherwise available to either party.
11. DISCLAIMER OF WARRANTIES.
a. THE SUBSCRIBER ACKNOWLEDGES THAT SAFESIDE PREVENTION PROVIDES THE SAFESIDE PREVENTION MATERIALS "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO:
i. WARRANTIES OF PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS, AND DELAYS;
ii. WARRANTIES THAT ACCESS TO THE SAFESIDE PREVENTION MATERIALS WILL BE UNINTERRUPTED, SECURE, COMPLETE, OR ERROR FREE; AND
iii. WARRANTIES AS TO THE LIFE OF ANY URL OR THIRD-PARTY WEB SERVICE.
b. BY ACCESSING, BROWSING, OR USING THE SAFESIDE PREVENTION SOFTWARE, THE SUBSCRIBER ACKNOWLEDGES THAT:
i. PROVISION OF THE SAFESIDE PREVENTION MATERIALS ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS, AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA OR DAMAGE TO MEDIA; AND
ii. THE SAFESIDE PREVENTION MATERIALS MAY NOT SATISFY SUBSCRIBER’S REQUIREMENTS NOT EXPRESSLY STATED IN THIS SUBSCRIPTION AGREEMENT.
c. The provisions of this Subscription Agreement allocate the risks between the Subscriber and SafeSide Prevention. SafeSide Prevention’s pricing reflects this allocation of risk and the limitations of liability specified here.
12. LIMITATIONS OF LIABILITY.
IN NO EVENT WILL SAFESIDE PREVENTION BE LIABLE, IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, OR IN CONNECTION WITH, THE USE OF THE SAFESIDE PREVENTION MATERIALS, WHETHER OR NOT SAFESIDE PREVENTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
TO THE EXTENT THAT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF SAFESIDE PREVENTION FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE SAFESIDE PREVENTION MATERIALS SHALL BE LIMITED TO THE SUBSCRIBER’S DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY DOLLARS ($250).
THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM THE SUBSCRIBER’S USE OF OR INABILITY TO USE THE SAFESIDE PREVENTION MATERIALS, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE SAFESIDE PREVENTION MATERIALS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO THE SUBSCRIBER.
14. Links to Third Party Sites.
The SafeSide Prevention Materials may provide links to other third-party world wide web sites or resources. Access to and use of any other site, product or service, including those referred to here or linked to from this site, are governed by the terms of the subscriber agreement or other agreement related to that service or site. SafeSide Prevention makes no representations whatsoever about any other web site which the Subscriber may access through the SafeSide Prevention Materials.
References on the SafeSide Prevention Materials to any names, marks, products or services of any third parties or hypertext links to third party sites or information are provided solely as a convenience to Subscriber, and do not constitute or imply an endorsement, sponsorship or recommendation of, or affiliation with the third party or its products and services. SafeSide Prevention makes no claim or guarantee about any third party content, products or services, and the Subscriber agrees that SafeSide Prevention shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, products or services available on or through any such site or resource.
The Subscriber hereby agrees to indemnify and hold SafeSide Prevention, its affiliates, partners, attorneys, staff, and each of their respective directors, officers, shareholders, subscribers, managers, employees, consultants, agents and suppliers harmless from any costs or damages of any kind, including reasonable legal fees, arising from a claim or demand relating to the Subscriber’s use of the SafeSide Prevention Materials, breach of this Subscription Agreement, or the Subscriber’s breach of any of the terms of this Agreement.
a. In the event any action is brought by SafeSide Prevention to enforce any provision of this Subscription Agreement or to declare a breach of this Agreement, SafeSide Prevention shall be entitled to recover, in addition to any other amounts awarded, reasonable legal and other related costs and expenses, including attorney’s fees, incurred thereby.
b. The Subscriber shall comply with all current export and import laws and regulations of the United States and any other governments that are applicable to the SafeSide Prevention Materials. The Subscriber hereby certifies that the Subscriber will not directly or indirectly, export, re-export, or transmit the SafeSide Prevention Materials in violation of United States laws and regulations.
c. The parties are independent contractors and nothing in this Agreement shall be deemed to make either party an agent, employee, partner or joint venturer of the other party. Neither party shall have the authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.
d. Any notice or other communication which is required to be given under the terms of this Agreement shall be in writing and shall be delivered personally, or sent by registered mail, or by certified mail return receipt requested to the following address:
SafeSide Prevention, Inc
125 Canal Landing Blvd
Rochester, NY 14626
To the Subscriber:
To the address set forth in the Proposal
Any notice which is mailed shall be deemed to have been given on the second business day after the day of mailing (not counting the day mailed), irrespective of the date of receipt.Notices may be signed and given by the attorney for the party sending the notice.A new address may be designated by notice.
e. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Subscription Agreement invalid or otherwise unenforceable in any respect.If any portion of this Agreement is determined to be or becomes unenforceable or illegal, such portion shall be deemed eliminated and the remainder of this Agreement shall remain in effect in accordance with its terms as modified by such deletion.
f. The obligations of the parties under this Agreement, which by their nature would continue beyond the termination, cancellation or expiration of this Agreement, shall survive termination, cancellation, or expiration of this Agreement.
g. Except for payment defaults, neither party shall be considered in default in performance of its obligations set forth in this agreement if performance of these obligations is prevented or delayed by force majeure or any cause beyond its reasonable control, including without limitation labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, utility or transmission failures, war, riot, or governmental action not the fault of the non performing party.
h. This Subscription Agreement shall constitute the entire agreement between the parties regarding the Subscription and the SafeSide Prevention Materials and supersedes all proposals and prior discussions and writings between the parties with respect thereto. The parties agree that this Subscription Agreement cannot be altered, amended or modified, except in writing that is signed by an authorized representative of both parties. It is expressly agreed that the terms of any purchase order or other ordering document shall be without force and effect.
i. The Subscriber acknowledges that a breach or threatened breach by the Subscriber of any of the provisions of this Subscription Agreement in any respect will be material and will result in substantial and irreparable injury to SafeSide Prevention.In the event of a breach or threatened breach by the Subscriber, the Subscriber agrees that SafeSide Prevention will be entitled to an injunction restraining the Subscriber herefrom. This provision shall not be construed as prohibiting SafeSide Prevention from pursuing any other available remedies for such a breach or threatened breach, including the recovery of damages from Subscriber.
j. If the Subscriber is a company or a government entity, the person who executes this Subscription Agreement warrants and represents that he or she has the authority to act on behalf of and bind the Subscriber.
k. Neither party will be deemed to have waived any of its rights under this Subscription Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver.No waiver or breach of this Subscription Agreement will constitute a waiver of any other breach of this Subscription Agreement.
Subscriber will not assign or otherwise transfer this Subscription Agreement or any of Subscriber’s rights and obligations under this Subscription Agreement without SafeSide Prevention’s prior written consent.Any assignment or transfer in violation of this Section will be void.SafeSide Prevention may assign this Subscription Agreement without the Subscriber’s consent (a) in connection with a merger, acquisition or sale of all or substantially all of SafeSide Prevention’s assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee deemed substituted for SafeSide Prevention as a party to this Subscription Agreement and SafeSide Prevention is fully released from all of its obligations and duties to perform under this Subscription Agreement.Subject to the foregoing, this Subscription Agreement will be binding upon, and inure to the benefit of the parties and their respective permitted successor and assigns.
18. Applicable Law; Jurisdiction; Venue.
The SafeSide Prevention Materials is controlled by SafeSide Prevention from within the State of New York, although it may be accessed and used throughout the world. By accessing or using the SafeSide Prevention Materials, the Subscriber and SafeSide Prevention each agree that the substantive laws of the State of New York will govern all matters relating to or arising from this Subscription Agreement, or the use (or inability to use) the SafeSide Prevention Materials, and that these laws will apply without regard to principles of conflict of laws.The Subscriber and SafeSide Prevention agree and hereby submit to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in the State of New York and the County of Monroe with respect to such matters.Regardless of any statute or law to the contrary, any claim or cause of action that the Subscriber may have arising out of or related to the SafeSide Prevention Materials must be filed or otherwise commenced by the Subscriber within one (1) year after such claim or cause of action arose or be forever barred.