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Updated Date: 05 September 2019.
Effective Date: 05 September 2019.

THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter “You” or “Your”) AND PROCESSMAP CORPORATION (hereinafter “ProcessMAP”, “We” or “Us”) GOVERNING YOUR USE OF THE PROCESSMAP SUITE OF ONLINE AND MOBILE ENVIRONMENTAL, HEALTH, SAFETY & QUALITY SOFTWARE AND APPLICATIONS.

Parts of this Agreement
This Agreement consists of the following terms and conditions (hereinafter the “General Terms”), if any, specific to the use of the Services (hereinafter the “Service Specific Terms”). The General Terms and Service Specific Terms are collectively referred to as the “Terms”. In the event of a conflict between the General Terms and Service Specific Terms, the Service Specific Terms shall prevail.

Acceptance of the Terms
You must have the authority, as prescribed in your corporate by-laws, to enter into a binding agreement in order to accept the Terms. If you do not agree to the General Terms, do not use any of our Services. If you agree to the General Terms and do not agree to any Service Specific Terms, do not use the corresponding Service. You can accept the Terms by checking a checkbox or clicking on a button indicating your acceptance of the terms or by using the Services.

Description of Service
We provide proprietary, cloud-based enterprise software, mobile applications and other solutions designed to allow the customer to manage risk in four key areas: Employee Health & Safety; Environment & Sustainability; Enterprise Compliance and Quality (“Service” or “Services”). You are granted a non-exclusive, non-transferable, right to use the Services strictly for your internal business and for a direct customer, where the customer is in privity with You, use. You may connect to the Services using any Internet browser or mobile operating system supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services and the Services will be delivered per the standards of the Service Level Commitment. You can create and edit content with your user account and if you choose to do so, you can publish and share such content within your organization.

Subscription to Beta Service|
We may offer certain Services as closed or open beta services (“Beta Service” or “Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that ProcessMAP will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

Modification of Terms of Service
We may modify the Terms upon notice to you at any time through a service announcement or by sending an email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address. You may terminate your use of the Services by providing ProcessMAP notice by email within 30 days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. In the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms.

User Sign up Obligations
You need to sign up for a user account by providing all required information in order to access or use the Services. For your organization to use the Services for corporate internal use, we recommend that each user from your organization, sign up for user accounts by providing your corporate contact information. We recommend that you use your corporate email address. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the sign-up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete.

Organization Accounts and Administrators
When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account.

You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that ProcessMAP is not responsible for account administration and internal management of the Services for you.

You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email legal@processmap.com, provided that the process is acceptable to ProcessMAP. In the absence of any specified administrator account recovery process, ProcessMAP may provide control of an administrator account to an individual providing proof satisfactory to ProcessMAP demonstrating authorization to act on behalf of the organization. You agree not to hold ProcessMAP liable for the consequences of any action taken by ProcessMAP in good faith in this regard.

Personal Information and Privacy
Personal information, including the storage and transmittal of your personal information, you provide to ProcessMAP through the Service is governed by ProcessMAP Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the ProcessMAP Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to legal@processmap.com or by calling us on any of the numbers listed on https://www.ProcessMAP.com/contact.html. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

Communications from ProcessMAP
The Service may include certain communications from ProcessMAP, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

Fees and Payments
The Services are available under subscription plans of various durations. Your subscription will be automatically renewed at the end of each subscription period or inform us that you do not wish to renew the subscription. If you do not wish to renew the subscription, you must inform us at least thirty days prior to the renewal date.  All commercial terms, including Service(s) subscription fees, mobile license fees and implementation charges, will be detailed in the corresponding Order Form.

Restrictions on Use
In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer the Services or otherwise make it available to any third party except a consultant or contractor doing work for you or a direct customer, where the customer is in privity with You; (ii) provide any service based on the Services without prior written permission; (iii) use the third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; (v) publish any personal or confidential information belonging to any person or entity without obtaining consent from such person or entity; (vi) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system or resource of ProcessMAP; (vii) violate any applicable local, state, national or international law; and (viii) create a false identity to mislead any person as to the identity or origin of any communication or data entry.

Data Ownership
We respect Your right to ownership of content created, uploaded or stored by You. You own the content created, uploaded or stored by You. Unless specifically permitted by You, Your use of the Services does not grant ProcessMAP the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for ProcessMAP’s commercial, marketing or any similar purpose. But you grant ProcessMAP permission to access, copy, distribute, store, transmit, aggregate for modeling and reformat as required for the purpose of providing the Services to you and other non-personal identifiable processes.

User Generated Content
You may upload, transmit or internally publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. You are responsible for ensuring that you do not accidentally make any private content publicly available. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every company or person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that ProcessMAP will have the right to block access to or remove such content made available by you if ProcessMAP receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by ProcessMAP for this purpose.

Integration with Third Party Sites
We do not endorse any third-party systems or sites (or products, services or opinions offered on any sites) which are linked through or integrated with the Service.  We will provide these links or integration to You only upon Your written approval, and in no event shall We be responsible for any content, products, or other materials on or available from such sites.  We may modify the price of third-party content sourced through Us by you for the purposes of being linked to or integrated with the Service.

Sample files and Applications
ProcessMAP may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. ProcessMAP makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

Trademark and Intellectual Property
ProcessMAP, ProcessMAP’s logo, the names of individual Services and their logos are trademarks of ProcessMAP Corporation. You agree not to display or use, in any manner, the ProcessMAP trademarks, without ProcessMAP’s prior permission.  ProcessMAP owns all right, title and interest in and to the Service and all individual intellectual property rights that makes up its Services.

Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROCESSMAP MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND/OR RELATED DOCUMENTATION.  PROCESSMAP DOES NOT WARRANT (I) THAT THE SERVICE WILL BE ERROR FREE, UNINTERRUPTED OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (III) AS TO THE ACCURACY OR RELIABILITY OF CUSTOMER DATA OR (IV) THAT THE QUALITY OF ANY SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS.  THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SERVICE.

Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS AND/OR CUSTOMER’S PAYMENT OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S (OR PROCESSMAP’S THIRD PARTY SUPPLIERS’) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER IN CONSIDERATION FOR PROCESSMAP’S SERVICE DELIVERY DURING THE IMMEDIATELY PRECEDING SIX (6) MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE (OR, FOR A CLAIM ARISING BEFORE THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT PAID FOR THE FIRST TWELVE MONTH PERIOD).

Indemnification
ProcessMAP shall defend, indemnify and hold harmless you, your Affiliates, and your respective officers, directors, employees, attorneys, and agents (the “Indemnified Parties”), from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs), and the reasonable costs you incur in any legal proceeding enforcing this indemnification obligation (“Claims”) arising out of or in connection with any claim that the Service or your use of the Service infringes upon a third party’s right of patent (or a patent published) or a copyright, trademark, service mark, design industrial property right, trade name, trade dress, right of publicity or other proprietary or intellectual property right, or misappropriates a trade secret of any third party (collectively “Third Party IPs”) except to the extent that such infringement is caused by your direction to ProcessMAP, on a non-discretionary basis, to use Third Party IPs and/or information, materials, instructions, or specifications provided by you to ProcessMAP that contained Third Party IPs.

ProcessMAP shall also defend, indemnify, and hold harmless the Indemnified Parties against any and all Claims arising out of ProcessMAP’s and its officers’, employees’, directors’, contractors’, and agents’ negligence, other tortious fault, intentional misconduct, or any allegation that ProcessMAP personnel are employees of yours for any purpose, including under any joint employer theory of liability.

If ProcessMAP employs subcontractor(s) to perform work under this Agreement, ProcessMAP is responsible for the performance of the subcontractor (regardless of tier) and will indemnify, defend, and hold you harmless in case of negligence, other tortious fault, or intentional misconduct by the subcontractor.

Arbitration
Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in New York City and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, ProcessMAP may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

Suspension and Termination
We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to legal@processmap.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.

In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Terms and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if ProcessMAP materially breaches its obligations under these Terms and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.

Assignment
ProcessMAP or You may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, ProcessMAP or You may assign this Agreement in its entirety (including all Order Forms) without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity provided the assignee has agreed to be bound by all of the terms of this Agreement and all past due fees are paid in full, except that you shall have no right to assign this Agreement to a direct competitor of ProcessMAP.

Confidentiality
ProcessMAP and you will not disclose or use any confidential information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement except with the other party’s prior written permission.

Service Level Commitment
You may find Our Service Level Commitment at www.processmap.com/SLC.

If you have any questions or concerns regarding this Agreement, please contact us at legal@processmap.com.