Terms of Use

eSafety

ONLINE TRAINING
Terms of Use

Please read these Terms of Use (“Terms”, “Terms and Conditions”) carefully before using www.esafety.com operated by Safety Matters, Inc, d/b/a eSafety (“us”, “we”, “our” or “eSafety”), which provides access to the Training System (“eSafety Training”) directly or via the website esafety.com.

Your access to and use of eSafety Training is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to you and all visitors, users and others (“Users”) including the employer of the user as applicable who wish to access or use eSafety Training including the website at www.esafety.com.

By accessing or using eSafety Training you agree to be bound by these Terms. If you disagree with any part of the terms, then you do not have permission to access the eSafety Training.

 

1. COMMUNICATION

1.1 By accessing an account on eSafety Training, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

 

2. ACCEPTABLE USE

2.1 You acknowledge that the eSafety Training system, content and any associated files may be used only for lawful purposes. Transmission, distribution, or storage of any material in violation of any applicable law or regulation is prohibited. This includes without limitation, material protected by copyright, trademarked, trade secret or other intellectual property right used without proper authorization and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. Any breach of these standards will allow termination of access and its use at eSafety’s discretion.

2.2 All user information and data is the shared property of User and eSafety and its clients, is considered confidential, and must not be released in any form, directly or indirectly by either Party, without the express written consent of the other Parties involved.

 

3. CONTENT

3.1 eSafety Training allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post on or through eSafety Training, including its legality, reliability, and appropriateness.

By posting Content on or through eSafety Training, You represent and warrant that:  the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and that the posting of your Content on or through eSafety Training does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. In addition, you certify that the Content complies with all applicable laws, regulations and industry standards, and the provided Content will not contain any viruses, malicious application or code used to perform destructive activity or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

You retain any and all of your rights to any Content you submit, post or display on or through eSafety Training and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third-party posts on or through eSafety Training.

In addition, any Content provided by eSafety on or through this eSafety Training are the property of eSafety or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us. We reserve the right to terminate the account of anyone found to be infringing on a copyright or violating these terms.

 

4. ACCOUNTS

4.1 When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on eSafety Training.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with eSafety Training or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

 

5. INTELLECTUAL PROPERTY

5.1 Intellectual Property. eSafety Training and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of eSafety and its licensors. eSafety Training is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of eSafety. eSafety Training agrees that it will not use your trademarks or trade dress outside the eSafety Training system without your express written consent.

 

6. LINKS TO OTHER WEBSITES

6.1 Links To Other Websites. eSafety Training may contain links to third party websites or services that are not owned or controlled by eSafety.

eSafety has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that eSafety 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 content, goods or services available on or through any such third-party websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

 

7. TERMINATION

7.1 We may terminate or suspend your account and bar access to eSafety Training immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using eSafety Training.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

 

8. INDEMNIFICATION

8.1 You agree to defend, indemnify and hold harmless eSafety and its user and licensors, and their employees, Trainings, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of eSafety Training, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on eSafety Training.

 

9. LIMITATION OF LIABILITY

9.1 Limitation Of Liability. In no event shall eSafety, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use eSafety Training; (ii) any conduct or content of any third party on Safety Training; (iii) any content obtained from eSafety Training; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

 

10. DISCLAIMER

10.1 Your use of eSafety Training is at your sole risk. eSafety Training is provided on an “AS IS” and “AS AVAILABLE” basis. eSafety Training is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. eSafety, its subsidiaries, affiliates, and its licensors do not warrant that a) eSafety Training will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) eSafety Training is free of viruses or other harmful components; or d) the results of using eSafety Training will meet your requirements. d) eSafety is under no obligation to monitor or set expectations for the training of the user in relation to applicable local, state or federal regulations. This includes test result outcomes, user feedback and assistance as may be required by regulators. The user and/or employer are responsible for meeting the expectations and requirements of the monitoring and evaluation of test data, user experience, question and answer protocols as required by the applicable standards for online training.

 

11. EXCLUSIONS

11.1 Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

 

12. GOVERNING LAW

12.1 Governing Law. These Terms shall be governed and construed in accordance with the laws of Michigan, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding eSafety Training, and supersede and replace any prior agreements we might have had between us regarding the eSafety Training.

 

13. ARBITRATION

13.1 Any and all claims and disputes between the parties with regard to these Terms of Use and the rights and obligations provided under these Terms shall be submitted to binding arbitration in the following manner:

The party desiring to initiate arbitration shall serve a Demand for Arbitration upon the other party at the address set forth above. Such Demand for Arbitration shall set forth in detail the substance of the claim or dispute that such party desires to submit to arbitration. Within 30 days of the date of service of the Demand for Arbitration, the opposing party shall serve an Answer upon the demanding party. The Answer shall specifically admit or deny the allegations set forth in the Demand for Arbitration or shall state the reasons why the party can neither admit nor deny the allegations and shall set forth any defenses that the opposing party may have to the claim.

Also, within 30 days of the date of service of the Demand for Arbitration, each party shall designate one arbitrator and shall inform the other party of such designation in writing.

All arbitrators shall be licensed and who are not employed or retained by, and who have never been employed or retained by, either party hereto.  Provided, however, that no person shall be disqualified from serving as an arbitrator herein solely because that person previously served as an arbitrator or mediator in a prior arbitration or mediation proceeding in which a signatory hereto was a party. The panel of arbitrators shall set forth the procedures and timetable to be followed in the arbitration, and the parties hereto shall follow and obey all procedural orders of the arbitrators.

The panel of two arbitrators shall hear and decide the dispute set forth in the demand for arbitration, and the consent of the two arbitrators shall determine the outcome of the issue.  If a unanimous agreement cannot be reached, then the two arbitrators shall jointly designate a third arbitrator and shall immediately inform the parties in writing of their choice of arbitrator.  Upon the second review by the three-arbitrator panel, the consent of two of the arbitrators shall be sufficient to make a decision on such issue. Any hearing set by the arbitrators herein shall take place in Kent County, Michigan. Any hearing conducted by the Arbitrators shall take place not more than thirty (30) days from the date of appointment of the last arbitrator to be appointed, and the decision of the Arbitrators must be entered not later than thirty (30) days from the date of the last day of hearings on the matter.

The Arbitrators may award such compensatory damages as they deem appropriate following a hearing on the matter. The Arbitrators may not award punitive damages. Any award entered by the Arbitrators shall bear interest at the Judgment Rate in effect as of the date of entry of the award for judgments entered by the Circuit Courts of the State of Michigan. There shall be no prejudgment interest awarded hereunder.

The decision of the arbitrators shall be final and non-appealable, except upon allegation of fraud in the proceedings, bribery of the arbitrators, or such other manner as allowed for the setting aside of arbitration awards in that portion of the Michigan Uniform Arbitration Act designated as MCL 600.5001–600.5035; MSA 27A.5001–27A.5035.

The parties hereby agree that their intention is to require the submission of all disputes and issues arising out of their dealings with each other to binding arbitration as set forth herein, and that they desire the broadest possible interpretation of the scope of this paragraph of this Agreement, including, but not limited to, the requirement that all issues arising out of the execution of this Agreement, including any claim of fraud in the inducement, be submitted to binding arbitration in the manner set forth herein.

Any arbitration award entered herein may be enforced only by the Kent County Circuit Court, Grand Rapids, Michigan. The parties further agree that any proceedings arising hereunder, including, but not limited to, an action to enforce arbitration hereunder, shall be brought in the Kent County Circuit Court, Grand Rapids, Michigan, or in the United States District Court for the Western District of Michigan if subject matter jurisdiction exists therein.

 

14. CHANGES & REVISIONS

14.1 Changes & Revision. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use eSafety Training after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use eSafety Training.

 

15. CONTACT INFORMATION

15.1 Contact Information. If you have any questions about these Terms, please contact us at [email protected].

eSafety

CONTRACTOR MANAGEMENT SYSTEM
Terms of Use

Please read these Terms of Use (“Terms”, “Terms and Conditions”) carefully before using www.esafety.com operated by Safety Matters, Inc, d/b/a eSafety (“us”, “we”, “our” or “eSafety”), which provides access to the Contractor Management System (“eSafety Contractor”) directly or via the website esafety.com.

Your access to and use of eSafety Contractor is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users vendors and others including the employer of the user as applicable who wish to access or use eSafety Contractor including the website at www.esafety.com.

By accessing or using eSafety Contractor you agree to be bound by these Terms. If you disagree with any part of the terms, then you do not have permission to access the eSafety Contractor.

 

1. COMMUNICATION

1.1 By accessing an account on eSafety Contractor, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

 

2. ACCEPTABLE USE

2.1 You acknowledge that the eSafety Contractor system, content and any associated files may be used only for lawful purposes. Transmission, distribution, or storage of any material in violation of any applicable law or regulation is prohibited. This includes without limitation, material protected by copyright, trademarked, trade secret or other intellectual property right used without proper authorization and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. Any breach of these standards will allow termination of access and its use at eSafety’s discretion.

2.2 All user information and data is the shared property of Licensee and eSafety and its clients, is considered confidential, and must not be released in any form, directly or indirectly by either Party, without the express written consent of the other Parties involved.

 

3. CONTENT

3.1 eSafety Contractor allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post on or through eSafety Contractor, including its legality, reliability, and appropriateness.

By posting Content on or through eSafety Contractor, You represent and warrant that:  the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and that the posting of your Content on or through eSafety Contractor does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. In addition, you certify that the Content complies with all applicable laws, regulations and industry standards, and the provided Content will not contain any viruses, malicious application or code used to perform destructive activity or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

You retain any and all of your rights to any Content you submit, post or display on or through eSafety Contractor and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third-party posts on or through eSafety Contractor.

In addition, any Content provided by eSafety on or through this eSafety Contractor are the property of eSafety or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us. We reserve the right to terminate the account of anyone found to be infringing on a copyright or violating these terms.

 

4. ACCOUNTS

4.1 When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on eSafety Contractor.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with eSafety Contractor or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

 

5. INTELLECTUAL PROPERTY

5.1 Intellectual Property. eSafety Contractor and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of eSafety and its licensors. eSafety Contractor is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of eSafety. eSafety Contractor agrees that it will not use your trademarks or trade dress outside the eSafety Contractor system without your express written consent.

 

6. LINKS TO OTHER WEBSITES

6.1 Links To Other Websites. eSafety Contractor may contain links to third party websites or services that are not owned or controlled by eSafety.

eSafety has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that eSafety 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 content, goods or services available on or through any such third-party websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

 

7. TERMINATION

7.1 We may terminate or suspend your account and bar access to eSafety Contractor immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using eSafety Contractor.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

 

8. INDEMNIFICATION

8.1 You agree to defend, indemnify and hold harmless eSafety and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of eSafety Contractor, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on eSafety Contractor.

 

9. LIMITATION OF LIABILITY

9.1 Limitation Of Liability. In no event shall eSafety, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use eSafety Contractor; (ii) any conduct or content of any third party on Safety Contractor; (iii) any content obtained from eSafety Contractor; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

 

10. DISCLAIMER

10.1 Your use of eSafety Contractor is at your sole risk. eSafety Contractor is provided on an “AS IS” and “AS AVAILABLE” basis. eSafety Contractor is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. eSafety, its subsidiaries, affiliates, and its licensors do not warrant that a) eSafety Contractor will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) eSafety Contractor is free of viruses or other harmful components; or d) the results of using eSafety Contractor will meet your requirements.

 

11. EXCLUSIONS

11.1 Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

 

12. GOVERNING LAW

12.1 Governing Law. These Terms shall be governed and construed in accordance with the laws of Michigan, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding eSafety Contractor, and supersede and replace any prior agreements we might have had between us regarding the eSafety Contractor.

 

13. ARBITRATION

13.1 Any and all claims and disputes between the parties with regard to these Terms of Use and the rights and obligations provided under these Terms shall be submitted to binding arbitration in the following manner:

The party desiring to initiate arbitration shall serve a Demand for Arbitration upon the other party at the address set forth above. Such Demand for Arbitration shall set forth in detail the substance of the claim or dispute that such party desires to submit to arbitration. Within 30 days of the date of service of the Demand for Arbitration, the opposing party shall serve an Answer upon the demanding party. The Answer shall specifically admit or deny the allegations set forth in the Demand for Arbitration or shall state the reasons why the party can neither admit nor deny the allegations and shall set forth any defenses that the opposing party may have to the claim.

Also, within 30 days of the date of service of the Demand for Arbitration, each party shall designate one arbitrator and shall inform the other party of such designation in writing.

All arbitrators shall be licensed and who are not employed or retained by, and who have never been employed or retained by, either party hereto.  Provided, however, that no person shall be disqualified from serving as an arbitrator herein solely because that person previously served as an arbitrator or mediator in a prior arbitration or mediation proceeding in which a signatory hereto was a party. The panel of arbitrators shall set forth the procedures and timetable to be followed in the arbitration, and the parties hereto shall follow and obey all procedural orders of the arbitrators.

The panel of two arbitrators shall hear and decide the dispute set forth in the demand for arbitration, and the consent of the two arbitrators shall determine the outcome of the issue.  If a unanimous agreement cannot be reached, then the two arbitrators shall jointly designate a third arbitrator and shall immediately inform the parties in writing of their choice of arbitrator.  Upon the second review by the three-arbitrator panel, the consent of two of the arbitrators shall be sufficient to make a decision on such issue. Any hearing set by the arbitrators herein shall take place in Kent County, Michigan. Any hearing conducted by the Arbitrators shall take place not more than thirty (30) days from the date of appointment of the last arbitrator to be appointed, and the decision of the Arbitrators must be entered not later than thirty (30) days from the date of the last day of hearings on the matter.

The Arbitrators may award such compensatory damages as they deem appropriate following a hearing on the matter. The Arbitrators may not award punitive damages. Any award entered by the Arbitrators shall bear interest at the Judgment Rate in effect as of the date of entry of the award for judgments entered by the Circuit Courts of the State of Michigan. There shall be no prejudgment interest awarded hereunder.

The decision of the arbitrators shall be final and non-appealable, except upon allegation of fraud in the proceedings, bribery of the arbitrators, or such other manner as allowed for the setting aside of arbitration awards in that portion of the Michigan Uniform Arbitration Act designated as MCL 600.5001–600.5035; MSA 27A.5001–27A.5035.

The parties hereby agree that their intention is to require the submission of all disputes and issues arising out of their dealings with each other to binding arbitration as set forth herein, and that they desire the broadest possible interpretation of the scope of this paragraph of this Agreement, including, but not limited to, the requirement that all issues arising out of the execution of this Agreement, including any claim of fraud in the inducement, be submitted to binding arbitration in the manner set forth herein.

Any arbitration award entered herein may be enforced only by the Kent County Circuit Court, Grand Rapids, Michigan. The parties further agree that any proceedings arising hereunder, including, but not limited to, an action to enforce arbitration hereunder, shall be brought in the Kent County Circuit Court, Grand Rapids, Michigan, or in the United States District Court for the Western District of Michigan if subject matter jurisdiction exists therein.

 

14. CHANGES & REVISIONS

14.1 Changes & Revision. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use eSafety Contractor after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use eSafety Contractor.

 

15. CONTACT INFORMATION

15.1 Contact Information. If you have any questions about these Terms, please contact us at [email protected].

eSafety

CONTENT DELIVERY SYSTEM
Terms of Use

Please read these Terms of Use (“Terms”, “Terms and Conditions”) carefully before using www.esafety.com operated by Safety Matters, Inc, d/b/a eSafety (“us”, “we”, “our” or “eSafety”), which provides access to the Content System (“eSafety Content”) directly or via the website esafety.com.

Your access to and use of eSafety Content is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to you and all visitors, users and others (“Users”) including the employer of the user as applicable who wish to access or use eSafety Content including the website at www.esafety.com.

By accessing or using eSafety Content you agree to be bound by these Terms. If you disagree with any part of the terms, then you do not have permission to access the eSafety Content.

 

1. COMMUNICATION

1.1 By accessing an account on eSafety Content, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

 

2. ACCEPTABLE USE

2.1 You acknowledge that the eSafety Content system, its content and any associated files may be used only for lawful purposes. Transmission, distribution, or storage of any material in violation of any applicable law or regulation is prohibited. This includes without limitation, material protected by copyright, trademarked, trade secret or other intellectual property right used without proper authorization and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. Any breach of these standards will allow termination of access and its use at eSafety’s discretion.

2.2 All user information and data is the shared property of User and eSafety and its clients, is considered confidential, and must not be released in any form, directly or indirectly by either Party, without the express written consent of the other Parties involved.

 

3. CONTENT

3.1 eSafety Content allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post on or through eSafety Content, including its legality, reliability, and appropriateness.

By posting Content on or through eSafety Content, You represent and warrant that:  the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and that the posting of your Content on or through eSafety Content does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. In addition, you certify that the Content complies with all applicable laws, regulations and industry standards, and the provided Content will not contain any viruses, malicious application or code used to perform destructive activity or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

You retain any and all of your rights to any Content you submit, post or display on or through eSafety Content and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third-party posts on or through eSafety Content.

In addition, any Content provided by eSafety on or through this eSafety Content are the property of eSafety or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us. We reserve the right to terminate the account of anyone found to be infringing on a copyright or violating these terms.

 

4. ACCOUNTS

4.1 When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on eSafety Content.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with eSafety Content or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

 

5. INTELLECTUAL PROPERTY

5.1 Intellectual Property. eSafety Content and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of eSafety and its licensors. eSafety Content is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of eSafety. eSafety Content agrees that it will not use your trademarks or trade dress outside the eSafety Content system without your express written consent.

 

6. LINKS TO OTHER WEBSITES

6.1 Links To Other Websites. eSafety Content may contain links to third party websites or services that are not owned or controlled by eSafety.

eSafety has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that eSafety 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 content, goods or services available on or through any such third-party websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

 

7. TERMINATION

7.1 We may terminate or suspend your account and bar access to eSafety Content immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using eSafety Content. In addition, all proxy files or related file links to the eSafety content system that the user possess must be deleted, destroyed or returned. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

 

8. INDEMNIFICATION

8.1 You agree to defend, indemnify and hold harmless eSafety and its user and licensors, and their employees, Contents, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of eSafety Content, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on eSafety Content.

 

9. LIMITATION OF LIABILITY

9.1 Limitation Of Liability. In no event shall eSafety, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use eSafety Content; (ii) any conduct or content of any third party on Safety Content; (iii) any content obtained from eSafety Content; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

 

10. DISCLAIMER

10.1 Your use of eSafety Content is at your sole risk. eSafety Content is provided on an “AS IS” and “AS AVAILABLE” basis. eSafety Content is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. eSafety, its subsidiaries, affiliates, and its licensors do not warrant that a) eSafety Content will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) eSafety Content is free of viruses or other harmful components; or d) the results of using eSafety Content will meet your requirements.

 

11. EXCLUSIONS

11.1 Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

 

12. GOVERNING LAW

12.1 Governing Law. These Terms shall be governed and construed in accordance with the laws of Michigan, United States, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding eSafety Content, and supersede and replace any prior agreements we might have had between us regarding the eSafety Content.

 

13. ARBITRATION

13.1 Any and all claims and disputes between the parties with regard to these Terms of Use and the rights and obligations provided under these Terms shall be submitted to binding arbitration in the following manner:

The party desiring to initiate arbitration shall serve a Demand for Arbitration upon the other party at the address set forth above. Such Demand for Arbitration shall set forth in detail the substance of the claim or dispute that such party desires to submit to arbitration. Within 30 days of the date of service of the Demand for Arbitration, the opposing party shall serve an Answer upon the demanding party. The Answer shall specifically admit or deny the allegations set forth in the Demand for Arbitration or shall state the reasons why the party can neither admit nor deny the allegations and shall set forth any defenses that the opposing party may have to the claim.

Also, within 30 days of the date of service of the Demand for Arbitration, each party shall designate one arbitrator and shall inform the other party of such designation in writing.

All arbitrators shall be licensed and who are not employed or retained by, and who have never been employed or retained by, either party hereto.  Provided, however, that no person shall be disqualified from serving as an arbitrator herein solely because that person previously served as an arbitrator or mediator in a prior arbitration or mediation proceeding in which a signatory hereto was a party. The panel of arbitrators shall set forth the procedures and timetable to be followed in the arbitration, and the parties hereto shall follow and obey all procedural orders of the arbitrators.

The panel of two arbitrators shall hear and decide the dispute set forth in the demand for arbitration, and the consent of the two arbitrators shall determine the outcome of the issue.  If a unanimous agreement cannot be reached, then the two arbitrators shall jointly designate a third arbitrator and shall immediately inform the parties in writing of their choice of arbitrator.  Upon the second review by the three-arbitrator panel, the consent of two of the arbitrators shall be sufficient to make a decision on such issue. Any hearing set by the arbitrators herein shall take place in Kent County, Michigan. Any hearing conducted by the Arbitrators shall take place not more than thirty (30) days from the date of appointment of the last arbitrator to be appointed, and the decision of the Arbitrators must be entered not later than thirty (30) days from the date of the last day of hearings on the matter.

The Arbitrators may award such compensatory damages as they deem appropriate following a hearing on the matter. The Arbitrators may not award punitive damages. Any award entered by the Arbitrators shall bear interest at the Judgment Rate in effect as of the date of entry of the award for judgments entered by the Circuit Courts of the State of Michigan. There shall be no prejudgment interest awarded hereunder.

The decision of the arbitrators shall be final and non-appealable, except upon allegation of fraud in the proceedings, bribery of the arbitrators, or such other manner as allowed for the setting aside of arbitration awards in that portion of the Michigan Uniform Arbitration Act designated as MCL 600.5001–600.5035; MSA 27A.5001–27A.5035.

The parties hereby agree that their intention is to require the submission of all disputes and issues arising out of their dealings with each other to binding arbitration as set forth herein, and that they desire the broadest possible interpretation of the scope of this paragraph of this Agreement, including, but not limited to, the requirement that all issues arising out of the execution of this Agreement, including any claim of fraud in the inducement, be submitted to binding arbitration in the manner set forth herein.

Any arbitration award entered herein may be enforced only by the Kent County Circuit Court, Grand Rapids, Michigan. The parties further agree that any proceedings arising hereunder, including, but not limited to, an action to enforce arbitration hereunder, shall be brought in the Kent County Circuit Court, Grand Rapids, Michigan, or in the United States District Court for the Western District of Michigan if subject matter jurisdiction exists therein.

 

14. CHANGES & REVISIONS

14.1 Changes & Revision. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use eSafety Content after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use eSafety Content.

 

15. CONTACT INFORMATION

15.1 Contact Information. If you have any questions about these Terms, please contact us at [email protected].