PLEASE READ THESE TERMS CAREFULLY AND BE SURE YOU UNDERSTAND THEM FULLY, BECAUSE THEY EXPLAIN AND CONTROL YOUR LEGAL RELATIONSHIP WITH SAFE AND YOUR RIGHTS RELATING TO YOUR USE OF THE SERVICE.
For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. Definitions.
(a)Agreement shall mean these terms and conditions, the Order Form, and any written amendments signed by both Parties;
(b)Application shall mean the Licensor-developed application used by Subscriber for the Service hereunder;
(c)Authorized Users shall mean Subscriber's employees, independent contractors, virtual assistants, shared service teams, and contractors working under Subscriber's authority in the ordinary course of Subscriber's business who: (i) agree to be bound by the terms of this Agreement, including payment of applicable Fees as to such user; and (ii) are specifically authorized by Subscriber to access the Service. Subscriber is responsible for account-level user management and ensuring compliance with this Agreement.
(d)Billing Start Date shall mean the date identified on the Order Form as the date from which billing shall be calculated (which under no circumstances shall be later than the Service Start Date, as defined below);
(e)Display Devices shall mean any display device used to access and display the Service;
(f)Service shall mean Licensor's applications subscribed to by Subscriber hereunder;
(g)Service Start Date shall mean the date from which Subscriber receives the applicable Service;
(h)Fees shall mean the fees payable pursuant to Section 3 hereof;
(i)Office shall mean the address(es) of Subscriber's office(s) in which a Display Device is located;
(j)Order Form shall mean the attached Order Form that sets out the commercial terms and is executed by the Parties;
(k)Term shall mean the period identified in the Order Form, or any renewal term, as applicable;
2. License to Receive the Service
Grant. Licensor hereby grants the Subscriber a limited, nonexclusive, and non-transferable license, without right of sublicense, during the Term to access and use the Service as a web-based, workflow-driven SaaS application. This includes access via multiple devices and browsers, and normal internal business use by Authorized Users. Subscribers and their Authorized Users may use the Service and its outputs for standard business practices, including in internal proposals, workflows, business decisions, and communications with clients, provided such use does not constitute external commercialization or resale of the Service or its outputs. Internal operational sharing is permitted. All rights in the Service not expressly granted hereunder are reserved to Licensor.
(a)SAFE Agency App Architecture. SAFE Agency App, LLC operates as a first-party SaaS provider. The Service is delivered directly by Licensor via a centrally hosted SaaS platform. Nothing in this Agreement shall obligate Licensor to continue providing access to any Service beyond the date when Licensor ceases providing such Service to subscribers generally.
(b)Restrictions on Use. Subscriber shall not edit, alter, abridge, or otherwise change in any manner the underlying code or core content of the Service, including, without limitation, all copyright and proprietary rights notices. Subscriber may not, and may not permit others to:
(i)reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service;
(ii)modify, translate, adapt, alter, or create derivative works from the Service for the purpose of competitive model extraction or product cloning;
(iii)copy (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Service; or
(iv)distribute, sublicense, rent, lease, loan, or grant any third-party access to or use of the Service.
3. Fees and Payment.
In exchange for the license granted above, commencing on the Billing Start Date, Subscriber shall pay Licensor for the Term hereof the Fees, payable in advance, based on the Services and the number of users identified in the Order Form, and on any other commercial terms contained in this Agreement. Fees may be modified by Licensor from time to time by giving notice at least 60 days in advance of the effective date of any such modification, and such modified Fees shall be deemed to replace those previously stated in the Order Form. Subscribers shall inform Licensor when any increases in the number of users is necessary for the Subscriber and after adding users the Order Form will be deemed amended accordingly. Subscriber must keep its billing information current. Subscriber represents and warrants that the payment method provided is active, lawful, and authorized for use. If a recurring charge is declined, Licensor may re-attempt the charge at a later date. Continued failure to maintain a valid payment method will result in the immediate suspension of services until payment is received.
4. Professional Services.
During the term of this Agreement, Subscriber may request Licensor to perform computer professional services as to such things as software development, customization add-in, documentation, and/or integration services (hereinafter, Professional Services). Upon receipt of a request, Licensor may provide Subscriber with a written proposal, and when the Parties agree to all requirements of the proposed Professional Services, a Task Order for the Professional Services, in the form of Exhibit C, shall be executed by the Parties. All Task Orders shall be subject to the terms and conditions of this Agreement. Services performed by Licensor are not exclusive to Subscriber, and Licensor may perform services of any type or nature for any other person or entity at any time.
5. Access.
(a)Licensor API. If the Service is made available to Subscriber via an API or integration, Subscriber shall be responsible for acquiring, maintaining, and providing to Licensor all necessary API credentials, API keys, and access permissions for its VOIP provider, email provider, storage provider, AMS provider, web browser, and SMS provider, as applicable. Licensor shall use these API credentials and keys solely for the purpose of operating the Service on behalf of Subscriber, in accordance with this Agreement. Subscriber shall ensure that all required communications lines, equipment, software, services, and related technology necessary to connect to and receive the Service via the API or integration are in place and operational at Subscriber's expense. Subscriber shall promptly update or replace any API credentials or keys as needed to maintain uninterrupted Service. Licensor shall not be responsible for any failure or delay in Service resulting from Subscriber's failure to provide or maintain valid API credentials, keys, or access.
(b)Delivery and Acceptance. If the Service is delivered to Subscriber via the Display Device, Licensor will make the Service available to Subscriber as indicated on the Order Form. The Service will be deemed accepted upon the Service Start Date. Any updates, bug fixes, or upgrades (Corrections) to the Service will be deemed accepted by Subscriber on the day such Corrections are delivered.
6. Copyright Protection; Use Restrictions; Security.
Subscriber agrees that the Service and its specifications, including editorial coding and metadata, are the property of Licensor or Licensor's licensors. The works and databases included in the content of the Service are protected by applicable copyright laws. Only Authorized Users, as defined herein, shall be permitted access to the Service. Subscriber and its Authorized Users may use outputs of the Service in internal proposals, workflows, business decisions, and communications with clients, provided such use does not constitute external commercialization or resale. Internal operational sharing is expressly permitted. Reverse engineering, competitive model extraction, and product cloning are strictly prohibited. All other rights are reserved to Licensor.
7. Disclaimer.
Subscriber acknowledges and agrees that the Service, its contents, and any accompanying documentation are provided on an "as is," "as available" basis. Licensor does not make any and hereby specifically disclaims any representations, endorsements, guarantees, or warranties, express or implied, including, without limitation, any of merchantability, fitness for a particular purpose, title, or noninfringement of intellectual property rights. However, Subscriber further acknowledges that the Service is an evolving SaaS platform, and Licensor will use commercially reasonable efforts to maintain and improve the Service, including responsiveness to Subscriber feedback and ongoing feature development. No guarantee of outcomes or professional advice is provided, and Subscriber retains responsibility for all final decisions made using the Service.
8. Customer Expectation Alignment Clause.
SAFE Agency App is not intended to and does not provide legal, insurance, or compliance advice. Subscriber retains responsibility for all decisions made and actions taken using the Service and its outputs.
9. Documentation Limitation and Subscriber Responsibility.
SAFE Agency App is designed to automate the capture and documentation of files and communications from Subscriber's connected applications, and to create consistent records (such as "log notes," "activities," or "notes") in Subscriber's agency management system (AMS). While the Service aims to reduce manual effort and human error, Subscriber acknowledges and agrees that:
(a)The creation, content, and completeness of log notes or activities generated by the Service may not align with Subscriber's preferences or expectations.
(b)The Service does not guarantee that every file, communication, or event will be captured or documented, nor that the resulting notes will be free from omissions or inaccuracies.
(c)The Service is not intended to be, and shall not be, relied upon as, the sole or exclusive means of documenting Subscriber's business activities.
(d)Subscribers are solely responsible for reviewing, interpreting, and acting on the information provided by the Service, and for maintaining compliance with all applicable laws, regulations, and industry standards.
(e)SAFE Agency App, LLC disclaims any liability for any loss, claim, or damage arising from incomplete, missing, or unsatisfactory documentation, or from Subscriber's reliance on the Service as the exclusive record of its business activities.
10. Indemnification.
(a)Subscriber Infringement Indemnity. Subscriber, at its expense, will defend, indemnify, and hold Licensor harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorney's fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Licensor which directly relate to a claim, action, lawsuit, or proceeding made or brought against Licensor by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a Licensor Claim) by way of Licensor's use of any Subscriber content that Subscriber provides to Licensor and Licensor uses in the provision of any Services.
(b)Licensor Infringement Indemnity. Licensor, at its expense, will defend, indemnify, and hold Subscriber harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorney's fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Subscriber which directly relate to a claim, action, lawsuit, or proceeding made or brought against Subscriber by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a Subscriber Claim) by way of Subscriber's use of the Service that Licensor provides to Subscriber.
11. Limitation of Liability.
Licensor and its subsidiaries, affiliates, shareholders, directors, officers, employees and licensors (Licensor Parties) will not be liable (jointly or severally) to subscriber, authorized users, or any third party, for indirect, consequential, special, incidental, punitive, or exemplary damages, including, without limitation, lost profits, lost savings and lost revenues (collectively, the Excluded Damages), whether or not characterized in negligence, tort, contract, or other theory of liability, even if any of the parties have been advised of the possibility of or could have foreseen any of the Excluded Damages, and irrespective of any failure of an essential purpose of a limited remedy. In no event will the liability of Licensor Parties arising out of any claim related to this agreement except for intellectual property infringement or the subject matter hereof exceed the aggregate amount paid by subscriber hereunder in the 12 months immediately preceding the event giving rise to such claim. If any applicable authority holds any portion of this section to be unenforceable, then the Licensor Parties' liability will be limited to the fullest possible extent permitted by applicable law. Subscriber will indemnify, defend, and hold harmless Licensor for any loss, damage or cost in connection with any claim or action which may be brought by any third party against Licensor relating to any breach of this agreement by Subscriber.
12. Term; Early Termination.
(a)This Agreement shall become effective when Subscriber signs the Order Form and, unless terminated earlier in accordance herewith, shall continue from the Billing Start Date for the period specified in the Order Form. The Subscriber may elect either a 30-day (monthly) or one-year (annual) term. This Agreement shall automatically renew for subsequent terms of the same duration unless either Party gives the other written notice of its intention to change the renewal term duration or not to renew at least 30 days prior to the end of the then current term. Subscriber may terminate this Agreement for convenience with thirty (30) days' written (email) notice during the Initial Term or any renewal term. All fees paid are non-refundable.
(b)This Agreement may be terminated as follows: (a) if either Party commits a breach of any provision of this Agreement and fails to remedy such breach within 30 days of receiving written notice thereof by the non-breaching Party (Notice of Breach), the Party giving such notice may then deliver a second written notice to the breaching Party terminating this Agreement, in which event this Agreement, and the licenses granted hereunder, will terminate on the date specified in such second notice; or (b) if a receiver is appointed over any assets of either Party or if either Party makes any arrangement with its creditors or becomes subject to an administration order or goes into liquidation or anything equivalent to the foregoing under any jurisdiction or ceases to carry on business, the other may terminate by giving written notice with immediate effect. If this Agreement is terminated before the end of its then current term for any reason other than by Subscriber, then Subscriber will pay to Licensor as liquidated damages the amount due by Subscriber for the previous calendar month times the number of months remaining in such Term (Liquidated Damages) within 30 days after such termination. The Parties agree that the Liquidated Damages under this clause are not intended to be and will not be punitive in effect and that the Liquidated Damages are a genuine pre-estimate of loss (which may be difficult to ascertain) resulting from early termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, if Subscriber receives any notice of late payment under this Agreement in any form, written or electronic, from Licensor including any business division (e.g., Licensor's Credit Department), such notice will be deemed to be a Notice of Breach.
13. Confidentiality.
Subscriber and Licensor understand and agree that in the performance of this Agreement each Party may have access to private or confidential information of the other Party which either is marked as "confidential" or the receiving Party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other Party. Each of us shall hold such information in confidence and not, without the consent of the other, disclose it to a third party or use it for any purpose other than in performance of this Agreement. This obligation of confidentiality shall not apply to information that is generally available to the public through no act or omission of the receiving Party or becomes known to the receiving Party through a third party with no obligation of confidentiality, or is required to be disclosed by law, court or by any government or regulatory authority. If any confidential information is required to be disclosed by statute, rule, regulation or order of any court of competent jurisdiction, before any such disclosure the receiving Party will provide notice to the disclosing Party reasonably sufficient to allow the disclosing Party the opportunity to apply for a protective order or other restriction regarding such disclosure. If either Party elects to file this Agreement with the U. S. Securities and Exchange Commission or any other securities exchange or market, regulatory authority or other body, the filing Party will provide the non-filing Party, no less than five (5) business days before the expected date of the filing (the Filing Date), a copy of the Agreement marked to show the sections for which the filing Party plans to seek confidential treatment. The filing Party agrees to expand its confidential treatment request to include those provisions of this Agreement reasonably indicated by the non-filing Party before the Filing Date as provisions for which the non-filing Party requests confidential treatment. All confidential information will remain the exclusive property of the owner. No public announcement, press release or communication concerning this Agreement shall be made without the prior consent of the other Party.
14. Miscellaneous.
(a)Notice. All notices required or permitted under this Agreement may be provided by email to the official notice address designated by each Party in the Order Form (or as updated by written notice via email). Notice will be deemed delivered and received on the date it is actually received in the recipient's designated email inbox. Certified mail or overnight courier may also be used, but email is expressly permitted and preferred for all written communications under this Agreement.
(b)Amendment. This Agreement may not be amended except in a writing executed by authorized representatives of Subscriber and Licensor.
(c)Assignment. This Agreement is not transferable, assignable, delegable, or sublicensable by Subscriber in whole or in part, without the prior written permission of Licensor. Licensor may assign this Agreement in whole or in part in its sole discretion. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors, trustees, administrators, and permitted assigns.
(d)Survival. The following obligations of the Parties will survive termination or expiration of this Agreement for any reason: Sections 1, 6, 7 (but only for three (3) years after such termination or expiration), 8, 9, 10, and 11, of this Agreement and any payment obligations of Subscriber that accrue prior to such termination or expiration.
(e)Independent Contractor. Licensor is acting in performance of this Agreement as an independent contractor.
(f)Binding Effect and Third-Party Beneficiary. Except if specifically stated in this Agreement, neither Party, nor any of their respective employees or agents, will have the power or authority to bind or obligate the other Party. No third party is a beneficiary of this Agreement.
(g)Waiver of Rights. Except where specifically stated to the contrary, all remedies available to either Party for breach of this Agreement under this Agreement, at law, or in equity, are cumulative and nonexclusive. A waiver or failure of either Party at any time to require performance by the other Party of any provision hereof will not affect the full right to require such performance at any time thereafter.
(h)IP Protection & Enforcement Remedies. If Subscriber breaches Section 2 or any material provision of this Agreement, Licensor will be entitled, in addition to any other rights available under this Agreement or at law or in equity, to apply for and obtain immediate injunctive relief without any requirement to post a bond or other security, and Subscriber acknowledges and agrees not to oppose such requested injunctive relief.
(i)Severability. If any provision or portion thereof of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent in any jurisdiction, such provision or portion thereof will, as to such jurisdiction only, be ineffective to the extent of such unenforceability. All other provisions and portions of them hereunder will not be affected by the invalidity and will be valid and enforced to the fullest extent permitted by law.
(j)Choice of Law and Venue. This Agreement, as well as any and all tort claims arising from this Agreement or arising from any of the proposals, negotiations, communications or understandings regarding this Agreement, will be governed by and construed in accordance with the laws of the State of Michigan applicable to contracts made entirely within Michigan and wholly performed in Michigan, without regard to any conflict or choice of law principles. The parties agree that the exclusive venue for any litigation, action, or proceeding arising from or relating to this Agreement shall be the 17th Circuit Court for Kent County, Michigan, or, if federal jurisdiction exists, the United States District Court for the Western District of Michigan (Southern Division). Each party hereby irrevocably consents to the exclusive jurisdiction and venue of such courts and waives any objection to such courts on the grounds of inconvenient forum or improper venue.
(k)Force Majeure. Any failure or delay by Licensor in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, and quarantines, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States or any nation where the obligations under this Agreement are to be executed, strikes, supplier and third-party failure, lockouts, or labor difficulties, or any similar cause beyond the reasonable control of Licensor.
(l)Entire Agreement. This Agreement contains the final and entire agreement of the Parties and supersedes all previous and contemporaneous verbal or written negotiations, understandings, or agreements regarding the Agreement's subject matter.