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TERMS OF USE FOR: ReadyTracker Emergency Management Simplifiers (“simplifiers”)

IMPORTANT: YOU MUST ACCEPT THE TERMS AND CONDITIONS CONTAINED HERE

BEFORE ACCESSING THE SIMPLIFIERS OR BEING SET UP WITH AN INSTANCE FOR YOUR SCHOOL.

ReadyTracker’s Terms of Use ("ToU") is a legal agreement between you (an educational institution, and/or including all individuals granted access for any purpose by a duly authorized and designated representative aka “Local Administrator/s”; aka “you/your/yours/customer”) and Westmont College (a 501c3 corporation) dba ReadyTracker (aka “we/our/ours”), for the ReadyTracker online product(s) referenced herein on a Software as a Service (SaaS) basis, and which includes its methods and approaches, and associated software components, media, printed materials, and electronic documentation including checklists, functional sheets, reports, webforms, dashboards and the like, whether individually or assembled as packages, kits or otherwise, built upon the Smartsheet platform (collectively the "simplifiers"). By commissioning, customizing, accessing, or otherwise using the simplifiers, you agree to be bound by the terms of this ToU. This document, as it may be amended, represents the essential agreement between you and ReadyTracker concerning the program, and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the terms of this ToU, do not use, or review the contents of, the simplifiers.

Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties, protect the simplifiers. The simplifiers are offered on licensed basis, not sold.

1. GRANT OF ACCESS & USE

The simplifiers are offered as follows:

The simplifiers may also be made available for pre-purchase inspection as follows:

2. RIGHTS, OBLIGATIONS AND LIMITATIONS

(a) Maintenance of Copyright Notices.

You must not remove or alter any copyright notices on any and all instances or copies of the simplifiers.

(b) Authorizing Access.

You may not grant access to the simplifiers to third parties (ie, someone not sharing the same email domain name as that under which your license operates) without express consent of ReadyTracker.

(c) Disclosure of Trade Secrets

You may not disclose to third parties information about the simplifiers beyond that which is made visible to the public by ReadyTracker.

(d) Prohibition on Reverse Engineering, Decompilation, Disassembly, Duplication and Replication.

You may not reverse engineer, decompile, disassemble, duplicate or replicate the simplifiers, or any aspect or element of it, except and only to the extent that applicable law notwithstanding this limitation expressly permits such activity.

(e) Rental.

You may not rent, lease, or lend the simplifiers to third parties.

(f) Support Services.

ReadyTracker may provide you with support services related to the simplifiers ("Support Services"). Any supplemental software code or documentation, including simplifiers, provided to you as part of the Support Services whether on a stock or custom basis a) shall be considered part of the simplifiers and subject to the terms and conditions of this ToU; and b) may be replicated by ReadyTracker for installation and use by other members.

(g) Compliance with Applicable Laws.

You must comply with all applicable laws regarding use of the simplifiers.

(h) System Hosting & Security

The ReadyTracker system operates on the platform provided by Smartsheet, and is subject to Smartsheet’s enterprise-grade security management and policies. Your use of the simplifiers constitutes your acceptance of Smartsheet’s User Agreement (as it may be amended from time to time).

(i) Our Responsibilities

At the beginning of the professional relationship, ReadyTracker will a) provide you with a custom instance of the simplifiers (in either a dedicated folder or a branded Workspace) ready for use by your school, and will b) assist with setup and training. After that point, ReadyTracker will periodically introduce enhancements and other changes to the simplifiers, and will continue to maintain the Plan Standards links and information. Appropriate measures will be taken to keep all standards reasonably up to date. Given that the ReadyTracker simplifiers were created by and their provision is under the guidance of a working emergency manager, a major disruption at Westmont College could result in a temporary limitation or suspension of system support or development.

(j) Your Responsibilities

You will be responsible to fill out and maintain all information in sheets within your workspace. You will be responsible to diagnose and repair any cross-reference links that you create, edit or break. You will not make changes in unauthorized areas of the site, and may be asked to fund the cost of resolving any error you may introduce in the event that either it  affects other users or you ask our assistance.

3. TERM & TERMINATION

Access to and use of the simplifiers are for periods specified in another writing (such as a purchase order or invoice). Upon expiration of the specified term or, without prejudice to any other rights if you fail to comply with the ToU’s terms and conditions, ReadyTracker may terminate your use of the simplifiers and curtail your login access. Each institution’s data is stored by Smartsheet, and may be backed up by you to text or spreadsheet files. Unless delay in doing so could cause foreseeable harm to ReadyTracker or any other user, you will be granted a reasonable period within which to retrieve the content you have stored in the simplifiers database. After that period, for at least another thirty (30) days, we will provide access to the raw data you have stored on the site, but there is no warranty that it will be in a format readily displayable by you. If for any reason ReadyTracker ceases to operate, you will be granted Administrator rights to your Smartsheet workspace, enabling ongoing full and independent control of the simplifiers subject to your acquiring the appropriate licensing from Smartsheet. If for any reason Smartsheet ceases to operate, ReadyTracker will make commercially reasonable efforts to transition to an alternate platform, but makes no assurance that this will be found feasible. In the latter case, you will have, by means of the backup methods you employ, access to all of the content you have placed within the simplifiers.

4. COPYRIGHT

All title, including but not limited to copyrights, in and to the simplifiers is owned by ReadyTracker. All title, including but not limited to copyrights, in and to the Smartsheet interface and system is owned by Smartsheet. All title and intellectual property rights in and to the content which may be accessed through use of the simplifiers (eg, the copyrighted text of certain Plan Standards) is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. Your right to use such content is governed by the content owner’s limitations and/or grants of authority. All rights not expressly granted are reserved by ReadyTracker.

5. WARRANTIES

Automation: While ReadyTracker will exert commercially reasonable efforts to provide a stable and functional service, ReadyTracker does not warrant that the simplifiers or its text, graphics, links or other items will be entirely free of defect or error, nor that it will operate 100% of the time without fail. The simplifiers are provided 'As Is' without warranty, including but not limited to any warranties of merchantability, or fitness for a particular purpose. The simplifiers contain references, links and/or materials from third parties, and ReadyTracker does not warrant the accuracy, correctness or value of that content. ReadyTracker makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. ReadyTracker further expressly disclaims any warranty or representation to Authorized Users or to any third party.

Standards: The parsing of standards elements into the various Topics is a judgment call, an imperfect science. Aspects of any given element may pertain to more than one Topic, but for the sake of simplicity each element has been attributed to a single Topic. Professionals may vary in interpretation or Topic allocation. The ReadyTracker simplifiers purport only to offer a net aggregate increase in your capability to achieve substantial conformity with the standards as a whole. While we believe that use of the simplifiers will yield appreciable acceleration in your plan development, and can meaningfully diminish your exposure to loss, we do not warrant that its use will prevent any form or degree of loss.

Checklists: The Topics Checkers within the simplifiers distill an array of standards regarded as applicable to the educational setting by filtering out elements that in the judgment of experienced practitioners are redundant (eg, another standard has addressed the issue in equivalent or more comprehensive language) or superfluous (the content of a specific element contributes little or no elucidation to the issue) or inapplicable (addresses matters more typically in the purview of practitioners outside the emergency management profession). The entire verbatim content of all referenced standards is readily accessible within or from the simplifiers, and our condensation of the standards is no substitute for your own considered judgment.

Simplifiers: The Simplifiers include all sheets, reports, webforms, dashboards and other assets created by ReadyTracker to be used to support operational functions related to emergency management, whether provided by replicating existing sheets or creating custom sheets, and whether or not referenced as “Simplifiers”. Simplifiers are provided “As Is”, and their applicability and serviceability are entirely subject to your option and discretion.

Infringement: ReadyTracker’s sole warranty is that the Software as a Service (SaaS) has been developed in a manner that is fully compliant with all applicable licenses and does not infringe on the proprietary rights of third-party software developers, and that if in any way our use is found to be non-compliant or infringing we will a) replace the functionality with a compliant solution; or b) cease to use the non-compliant element/s, in which case, if essential functionality is compromised, a commensurate adjustment to the license fee will be made; or c) cease operation of the system, in which case a pro-rata share of the current year subscription (or a reasonable ratio of any one-time purchase price)  will be refunded and a means of your retrieval of your content stored on the system will be offered. In no event will ReadyTracker’s liability for a claim of infringement exceed the value of the license fees paid within the prior year.

6. USE OF CUSTOMER INFORMATION

In order to perform system development and maintenance, ReadyTracker and Smartsheet will necessarily have access to all content you store within the system database. We commit to handling that information confidentially. The simplifiers provide means for you to incorporate by links or other methods content that you wish to keep confidential even from us. Unless you inform us in writing that you decline to allow us to do so, we may indicate to others that you are a user of the simplifiers, including depictions of your school logo in marketing materials, or of a specimen of your ReadyTracker homepage (with no confidential materials displayed).

7. LIMITATION OF LIABILITY

Except for willful negligence on the part of ReadyTracker, in no event shall ReadyTracker be liable for any damages (including, without limitation, lost revenues or profits, business interruption, or lost information) arising out of anyone’s use of or inability to use the simplifiers, regardless of whether such user has been authorized and even if ReadyTracker has been advised of the possibility of such damages. In no event will ReadyTracker be liable for loss of data or for indirect, special, incidental, consequential (including lost revenues or profits), or other damages based in contract, tort or otherwise. ReadyTracker shall have no liability with respect to the content of the simplifiers or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information. If any such loss is held by a court/tribunal of competent jurisdiction to be ReadyTracker’s liability, in no event shall ReadyTracker be liable for more than verifiable actual loss or one million dollars, whichever is less.

8. AMENDMENT

Use of the simplifiers or any of the materials, assets or other elements accessed under any of the Pricing Plans constitutes acceptance of the ToU version current on the date of use. If a change to the ToU is deemed by ReadyTracker to constitute a potential material detriment to users, Local Administrators for affected customers will be notified by email.