TERMS OF USE

Effective as of:  May 24, 2021

BINDING CONTRACT

These Terms of Use constitute a binding contract that you accept (i) by clicking “accept” when presented with that option at the time you register, renew, or revise an Account on our Site, (ii) by purchasing and downloading Materials from our Store, or (iii) by otherwise accessing our Site and viewing its Content on any page that links to these Terms of Use.

If you do not accept these Terms of Use, you may not access our Site for any reason whatsoever.  You also may not accept these Terms of Use, and therefore may not access our Site, purchase Materials from our Store, or use our Service, if (i) you are not of legal age to form a binding contract with us or (ii) the laws of the jurisdiction in which you reside proscribe your use of our Site in the manner you intend.

DEFINITIONS

Throughout these Terms of Use, including in the introductory provisions above, capitalized words shall have the following specific meanings:

“Account” means the system on our Site by which you register and thereafter authenticate your privileges to access certain areas of our Site, including the Service, available only to Registered Users.

“Company” means Boyer Safety Systems, Inc., an AscendoSoft, Inc. company; “us” and “we” are both synonymous with Company, and references to “our” is construed accordingly.

“Content” means any information, including data files, written text, computer software, music, audio files, or other sounds, photographs, videos, or images of any kind, to which you have access as part of, or through your use of, the Site.

“Materials” means compliance guides and other tools and resources we may make available for purchase and download from the Store.

“Registered User” means a User who has an Account.

“Service” means compliance guides and other tools and resources we make available as software-as-a-service to Subscribers.

"Store" refers to our store, accessible on the Site, where we offer Materials and Subscriptions for sale.

“Site” refers to our website and its Content and Service accessed on the Internet using the URL www.boyersafety.com .

“Subscriber” means a Registered User who holds a Subscription.

“Subscription” means the right, for a specified period of time, to access and use the Service, or parts thereof, in consideration for payment of the applicable fee.

“Term” means the period of time starting with the date a Subscription to our Service starts and the date a Subscription ends, including renewals.

“User” means any person who accesses the Site, regardless whether the User has an Account or not; “you” is synonymous with User, and “your” is construed accordingly.  Also, “you” includes your principal if you are accessing the Site in your capacity as an employee or agent of another.

PURCHASES; SUBSCRIPTIONS; FEES; PAYMENT

Purchases. We offer certain Materials for sale in our Store, separate and apart from the Service. Upon payment of the applicable purchase price, we will make these Materials available to you for immediate access from the Site or, as applicable, delivery to the physical address you specify in your order.  

Subscription and Fees.  You may subscribe to the Service by choosing among available “Subscription Plans” whose features and costs are described in our Store.  Upon payment of the requisite fee, we will afford you with access to the Service, with the feature-set of the Subscription Plan you choose, for the duration of the Term. The Term of your Subscription begins immediately on the date of purchase and expires on the date that the specified period of your Subscription Plan ends. 

Payments. When you make purchases through our Store, you authorize us or our third-party payment processor to charge the quoted amount and any applicable taxes and processing charges to your PayPal account or credit card, which you hereby represent and warrant to us that you are authorized to use. All sales are final and we will not issue refunds except as otherwise provided in this Agreement. We are not responsible for any actions or the performance of third-party payment processors that we may use.

SUITABILITY

Items of Content made available to you through the Service and the Materials contains principles, guidelines, suggestions, and recommended best practices intended to apply to a wide variety of personnel, workplaces, and situations. Their use in any specific situation does not preclude the possibility of a governmental citation(s) and subsequent fine(s). Application of the information we provide should not be made without consideration of specific circumstances and existing company policies. It is solely your responsibility to determine the suitability of this information to your situation.

security and privacy

Security.  You are responsible for maintaining the confidentiality of passwords associated with any Account you use to access the Site, and for that reason, you are accountable for any activity that occurs under your Account.  You must notify us immediately (see contact information below) if you become aware of an unauthorized use of your password or your Account.

Privacy.  We have adopted a privacy policy, available here, that describes how we treat your personal data and protect your privacy. You agree to our use of your data in accordance with our privacy policy.

PROHIBITED CONDUCT

You agree to access and use the Site only for the purposes permitted under these Terms of Use and, then, only to the extent allowed under any applicable law, regulation, or generally accepted practice or guideline that governs your conduct in any relevant jurisdiction.  Without limiting the generality of the foregoing restriction, you expressly agree that you will not:

  • Misrepresent your identity or provide false personal or other information when registering for, and accessing and using, the Site;

  • Submit any personal data about anyone else who has not given you their express authorization to do so, unless allowed under applicable law;

  • Post obscene, harassing, defamatory, filthy, violent, pornographic, abusive, threatening, objectionable, libelous, or illegal material; or post a communication that advocates or encourages criminal conduct or conduct that may give rise to civil liability;

  • Advertise or otherwise solicit funds, goods, or services;

  • Copy, modify, reverse engineer, disassemble, redistribute, republish, alter, create derivative works from, assign, license, transfer, or adapt any of the software, information, text, graphics, source code or HTML code, or other Content available on the Site;

  • Violate a third party’s intellectual property, personality, publicity, or confidentiality rights; or upload, download, display, publish, perform, create derivative works from, transmit, or otherwise distribute information or content in violation of a third party’s intellectual property rights;

  • Remove or modify any copyright, trademark, legal notice, or other proprietary notation from the Content available on the Site;

  • Transmit, install, upload, or otherwise transfer any material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; or transfer any other item or initiate any other process that in any way affects the use or enjoyment of the Site, or that otherwise adversely affects our computers, servers, or databases;

  • Violate any domestic, foreign, or international law or regulation involving the export of software or technology, including, without limitation, the U.S. Export Administration Regulations; and

  • Use any device (such as a “web crawler” or other automatic retrieval mechanism) or other means to harvest information about other Users or the Site.

We reserve the right, but do not have any obligation, to monitor use of the Site and to revoke or deny access to anyone, including you, who engages in prohibited conduct. 

LINKS TO UNRELATED SITES

The Site may include hyperlinks to other web sites, services, or resources over which we have no control.  You acknowledge and agree that we are not responsible for the availability of any such external sites, services, or resources, and that we do not endorse any products or other materials on or available from such web sites or resources, irrespective of whether advertised on our Site or not.  You acknowledge and agree that we are not liable for any loss or damage that you may incur as a result of the availability of those external sites, services, or resources, or as a result of any reliance you place on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, any web sites, services, or resources.

Proprietary rights 

Our Proprietary Rights.  You acknowledge and agree that we (or our licensors) own -- and that apart from the limited license we grant to you in these Terms of Use you have no right in respect of -- all legal right, title and interest in and to Site and Materials, as well as any suggestions, ideas, enhancement requests, feedback, and recommendations you or others provide in respect of the Site and Materials, including any intellectual property rights that subsist in the Site (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Nothing in these Terms of Use gives you a right to use any of our or our licensors’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You may not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Site or Materials you download, nor may use any trademark, service mark, trade name, or logo of any company or organization in a way that is likely confuse the owner or authorized user of such marks, names, or logos.

Your Proprietary Rights.  We acknowledge and agree that you (or your licensors) own -- and that apart from the limited license you grant to us in these Terms of Use we have no right in respect of -- all legal right, title or interest in or to any Content that you create, submit, post, transmit or display on, or through, including any intellectual property rights that subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You are responsible for protecting and enforcing those rights and we have no obligation to do so on your behalf.  Also, you agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any Content that you create, submit, post, transmit, or display while using the Site or the Service and for the consequences of your actions (including any loss or damage that we may suffer) by doing so.

Other Contributors’ Proprietary Rights.  You acknowledge that certain Content presented to you as part of the Site may be protected by intellectual property rights that are owned by the third-party contributors, sponsors, or advertisers (or by other persons or companies on their behalf) who provide such Content to us. You may not modify, license, distribute, or create derivative works based on this Content (either in whole or in part) without the authorization of the rightful owner of that Content, in a separate agreement. You understand that by using the Site, you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Site at your own risk.  We nevertheless reserve the right, but have no obligation, to pre-screen, review, flag, filter, modify, refuse, or remove any or all Content from the Site, including your Content. 

OUR LICENSE GRANT TO YOU

We grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to access the Site and, if applicable, use the Service as a Registered User solely for your own internal operations.  You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Site or the Service or any part thereof.  Nor may you assign (or grant a sub-license of) your rights to use the Site or the Service, grant a security interest in or over your rights to use the Service, or otherwise transfer any part of your rights to use the Service.

YOUR LICENSE GRANT TO US

Subject to the limitations and restrictions set forth in our Privacy Notice, you grant us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, and distribute on or through the Site any Content that you submit, post, or display. You understand that in providing the Site, we may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services, or media. You agree that your license grant permits us to take these actions.  You also confirm and expressly warrant to us that you have all the rights, power and authority necessary to grant the above license.

REMOVAL OF INFRINGING CONTENT

We prohibit you from uploading, posting, or otherwise transmitting on our Site or the Service any Content that violates another party's copyright. This means, among other things, that for Users residing in the United States we will remove any offending Content that is reported to us pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512), also known as the DMCA.  We will not restore such Content unless (a) you file a counter-notice that is the form required under the DCMA, and (b) the complaining party then fails to initiate a court action, as the DCMA requires.  We discourage false claims of infringement the same as we discourage false claims of non-infringement, either of which may be subject to liability under the DCMA.  We therefore encourage you to seek the legal advice of counsel before seeking, or opposing, the removal of Content.

CUSTOMER INDEMNITY

You agree to defend, indemnify and hold harmless the Company, its affiliates, and their respective directors, officers, and employees against any and all costs, damages, and losses, including reasonable attorneys fees, resulting from any third-party claim or lawsuit arising out of or based on (a) Content that you submit, post, or display on or through the Site or the Service that allegedly infringes the rights of, or has caused harm to, a third party; or (b) any breach of any representation, warranty, or covenant by you under these Terms of Use.  Your indemnification obligations are conditioned on (i) an indemnified party providing prompt notice to you of any such claim, and (ii) providing you with any reasonable information or assistance that you request, and at your expense.

EXCLUSION OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF OUR SITE, THE MATERIALS, AND OUR SERVICE IS AT YOUR SOLE RISK, AND THAT WE PROVIDE THE SITE, THE MATERIALS, AND THE SERVICE TO YOU "AS IS" AND “AS AVAILABLE,” UNLESS OTHERWISE WARRANTED IN THESE TERMS OF USE.  IN PARTICULAR, WE NEITHER REPRESENT NOR WARRANT THAT YOUR USE OF THE MATERIALS OR OUR SERVICE WILL MEET YOUR REQUIREMENTS; THAT YOUR USE OF THE MATERIALS OR SERVICES WILL BE UNINTERRUPTED, SECURE, OR FREE FROM ERROR; AND THAT ANY DEFECTS IN OPERATION OR FUNCTIONALITY WILL BE CORRECTED.  WE FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

IN NO INSTANCE SHALL OUR LIABILITY TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICE OR OUR PERFORMANCE OF THESE TERMS OF USE EXCEED THE AMOUNT YOU HAVE PAID US OVER THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO YOUR CLAIM. IN ADDITION, YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE ARE NOT LIABLE TO YOU FOR:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL, OR PUNITIVE OR EXEMPLARY DAMAGES THAT YOU MAY INCUR, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B) ANY LOSS OR DAMAGE THAT MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:  (I) YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; (II) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE; (IV) ANY CHANGES THAT WE MAY MAKE TO THE SERVICE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURE WITHIN THE SERVICES); AND (V) ANY RELIANCE YOU PLACE ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICE.

THE PRECEDING LIMITATIONS ON OUR LIABILITY TO YOU APPLY REGARDLESS WHETHER WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OCCURING.

QUALIFICATION

NOTHING IN THESE TERMS, AND IN PARTICULAR THE PRECEDING EXCUSION OF WARRANTIES AND LIMITATION OF LIABILITY, SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

governing law; resolution of disputes

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Washington and the laws of the United States, without giving effect to any principles of conflicts of law. You agree that you will resolve any claim, cause of action, or dispute you have with us arising out of or relating to these Terms of Use or your access to the Site exclusively in the state or federal courts located in Seattle, Washington, to which you hereby expressly submit to personal jurisdiction.

GENERAL LEGAL PROVISIONS

These Terms of Use comprise the entire contract between you and us concerning the Site, the Materials, and the Service, and supersedes any prior contracts we may have.  This contract does not confer any third-party beneficiary rights, nor does this contract prohibit us from complying with the law.  If any portion of this contract is found to be unenforceable, the remaining portion will remain in full force and effect.  If we fail to enforce any of these Terms of Use, our failure will not be deemed a waiver.  Instead, any waiver of these Terms of Use must be made in a writing that we sign.  You may not transfer any of your rights or obligations under this contract without our consent.  At the same time, however, we may freely assign all our rights and obligations under our contract with you in connection with a merger, acquisition, or sale of assets, or otherwise by operation of law.

CHANGES TO THE TERMS OF USE

We may modify these Terms of Use at any time and for any reason in our sole and absolute discretion. Any such change shall take effect on the later to occur of the date when you receive notice of such a change or the date we specify in such notice. Your access of our Site or use of our Service after the effective date of any such change shall be deemed as your acceptance of these Terms of Use as so modified.

NOTICES

You agree that any notices we send to you in relation to your use of the Service generally and to these Terms of Uses specifically may be sent via email to the address we have on file for your Account.  You further agree that, with respect to changes we may make to these Terms of Use, we may notify you either by sending an email or otherwise by posting a prominent notice on the home page of the Site for a period of time not less than ten (10) days before the date the change takes effect.  You are responsible for keeping the contact information in your Account current, and for accessing the Site periodically to view any changes to these Terms of Use that we may make. 

You, in turn, will direct questions you have to us about the Service or about this contract in the following manner:

For General Inquiries:info@boyersafety.com

For Support Requests: support@boyersafety.com

For Security Breaches: support@boyersafety.com

For DMCA Notices: support@boyersafety.com

Otherwise by mail to:

AscendoSoft, Inc.
8201 164th Ave NE, Suite 200 PMB117
Redmond, WA 98052