Last Updated April 2019
I. This Agreement
You acknowledge that you have read and agree to be bound by this Agreement and to comply with all applicable laws and regulations with regard to your use of SiteDocs' Safety Management Software ("Software").
You represent that you have legal authority to bind yourself or any party you represent to this Agreement.
- "Claims” means any and all manner of claims, demands, actions, suits or proceedings, including, without limitation, all rights with respect to any and all Losses;
- "Feedback" means your recommendations, enhancement requests, suggestions, or other feedback on the features or functionality of the Software.
- "Losses" means any and all manner of losses, damages, fines, penalties, costs and expenses (including legal fees on a solicitor and own client basis), known or unknown, foreseeable or not foreseeable, liquidated or unliquidated.
- "Site" means SiteDocs’ website at the following URL: www.sitedocs.com.
- "SiteDocs" means SiteDocs Safety Corp., a British Columbia company with an office at 202-30720 Simpson Road, Abbotsford, B.C. V2T 6C7.
- "SiteDocs Content" means all content that is not Your Content.
- "Your Content" means any material whatsoever that you submit, create or transfer by your use of the Software including but not limited to data, information, images, screen shots, video, audio or other content.
Subject to the terms of this Agreement, SiteDocs grants you a limited, fee-bearing, non-exclusive, personal, non-transferable, non-sub-licensable and fully revocable license to access and use the Software (the "License").
You acknowledge and agree that SiteDocs may modify, suspend or remove any SiteDocs Content or features of the Site at any time.
All rights to the Software and SiteDocs Content not expressly granted to you hereunder are exclusively reserved by SiteDocs.
All payment obligations are non-cancellable and all fees are non-refundable
SiteDocs reviews the fees it charges for your subscription to the Software on an annual basis so that it reflects SiteDocs' investment in any upgrades in functionality and features and to accommodate your pattern of usage.
SiteDocs shall provide you with thirty (30) days prior notice of any increase in your subscription fees which shall be effective on the anniversary date of your subscription.
V. Collection of Data/Information
VI. Intellectual Property
The SiteDocs and Software names, slogans, logos, trademarks, service marks, domain names, designations and the SiteDocs Content, arrangement and look and feel of the Site and Software (collectively the "IP") are SiteDocs' exclusive property.
You acknowledge having been advised by SiteDocs that the IP is protected in Canada and internationally by applicable law including, but not limited to copyright laws, trademark laws, treaty provisions and other intellectual property, confidential information and proprietary rights laws.
VII. Disclaimer of Warranties
The software is made available on an “as-is”, “as available”, “where as” and “with all faults” basis.
SiteDocs expressly disclaims all warranties, express and implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, security, accuracy, quality and non-infringement.
SiteDocs does not warrant the software is:
- Suitable for or will meet your requirements, OR
- Free of defects, malicious code, viruses or malware;
SiteDocs does not warrant that the operation of the software will be:
- Free from interruption; OR
SiteDocs does not warrant that the defects in the software will be corrected.
VIII. Exclusion of Liability
SiteDocs is not responsible for your use of the software and you accept that your access to and use of the software shall be at your sole risk and expense.
To the maximum extent permitted by law, in no event shall SiteDocs and its directors, officers, employees, contractors, agents, and representatives be liable to you, directly or indirectly, for any consequential, punitive, incidental, or special damages of any kind whatsoever (including but not limited to, loss of your content, loss of business opportunity, profits, revenue or economic advantage) regardless of the theory of liability (whether based in contract, tort (including negligence), strict liability, misrepresentation, compliance of the software and SiteDocs content with applicable laws, including but not limited to occupational health and safety laws, or under any other theory of liability whatsoever) even if SiteDocs has been advised of the possibility of such losses.
However, if SiteDocs is found legally responsible to you for any losses you may have suffered arising in connection with your access to and use of, or inability to access or use the software, then SiteDocs’ liability to you shall be no more than fifty dollars ($50.00) Canadian.
The fees to be paid to SiteDocs under this agreement do not include any assumption of risk or the possibility of such potential losses. You further acknowledge that (a) the fees charged under this agreement are based upon the disclaimer of warranties and limitation of liability specified herein and (b) such fees would be substantially higher if any of these provisions were unenforceable.
This limitation upon claims and losses shall apply without regard to whether other provisions of this agreement have been breached or have proven ineffective.
You and SiteDocs acknowledge and agree that the essential purpose of this article viii is to allocate the risks under this agreement between you and SiteDocs and you and SiteDocs have relied on these limitations in determining whether to enter into this agreement.
Special note to user:
If you feel the need to delete the SiteDocs app on your mobile device please contact SiteDocs support at 1-866-871-1892 or [email protected].
Please be aware that deleting the SiteDocs app will delete any pending uploads.
You agree to defend, indemnify and hold SiteDocs and its directors, officers, employees, contractors, agents and representatives (the "indemnitees") harmless from and against all claims and losses, of whatever nature, that may be brought against, suffered by or incurred by any one of the indemnitees arising from any claim asserted by a third party alleging or relating to any bodily injury, death of any person or damage to real or tangible personal property caused by your willful or negligent acts or omissions or the willful or negligent acts or omissions of your personnel or relating to any failure by you or your personnel to comply with any applicable law or any terms of this agreement.
SiteDocs reserves the right, at its own expense, to assume exclusive defence and control of any matter subject to indemnification by you. You agree to provide all assistance as SiteDocs may reasonably request in defence of any Claim.
SiteDocs may terminate this Agreement and your rights under it, without notice to you, at any time and for any reason, including but not limited to your failure to pay the subscription fees when due or any breach of the terms of this Agreement.
You hereby grant SiteDocs a non-exclusive, worldwide, perpetual, irrevocable, fee and royalty-free, fully transferrable and sub-licensable right and license to exploit all Feedback.
XII. General Terms
- Changes to this Agreement
SiteDocs may, acting in its sole discretion and without notice to you, change the terms of this Agreement from time to time ("Changes"). You agree to review this Agreement periodically to ensure you are familiar with the current version in force, and your continued use of the Software constitutes your acceptance of the changes.
If you have any questions about this Agreement, please email us at [email protected].
Paragraphs I, II, V, VI, VII, VIII, IX, XI and XII.C., XII.D, and XII.E of this Agreement shall survive in full force and effect notwithstanding any termination or expiry of this Agreement.
You may not use SiteDocs' name, logo or trademarks in any material, written or electronic, distributed to a third party without SiteDocs' prior written consent.
Governing Law, Jurisdiction and Venue
The interpretation of this Agreement, all disputes arising hereunder and SiteDocs’ and your legal relationship with SiteDocs shall be governed by and construed in accordance with the laws of the Province of British Columbia, together with the federal laws of Canada applicable therein, without regard to its conflicts of laws principles. This Agreement shall not be governed by the application of the United Nations Convention on Contracts for the Sale of Goods.
You and SiteDocs irrevocably and unconditionally agree that you and SiteDocs will not commence any action, litigation or proceeding of any kind whatsoever against each other that arises from or relates to this Agreement, regardless of legal theory (whether by contract, equity, tort (including negligence), fraud, under statute or other) in any forum other than the courts of British Columbia and any appellate court thereof. You and SiteDocs irrevocably and unconditionally accept and submit to the exclusive jurisdiction of such courts and agree to bring any such action, litigation or proceeding only in the courts of British Columbia, the Judicial District of Vancouver. You and SiteDocs agree that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by action on the judgment or in any other manner provided by law.