SafetyVue Terms of Service

Effective Date: March 2, 2025

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING THE SERVICES (DEFINED BELOW), OR BY ACCEPTING A QUOTE THAT REFERENCES THESE TERMS, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE, INCLUDING OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

These Terms of Service ("Terms") govern your access to and use of the website located at https://safetyvue.net (the "Website"), the specific SafetyVue software applications SafetyVue Insights, DataVue, and SafetyVue Sim, and any related suite of software applications provided by SafetyVue (collectively, the "Applications"), and any other services offered by SafetyVue Inc., a Delaware corporation ("SafetyVue," "we," "us," or "our") (collectively, the "Services"). Our Services leverage proprietary technology including our Adaptive Training Engine ("ATE"). These Terms constitute a binding legal agreement between you ("User," "you," or "your") and SafetyVue.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms "User," "you," or "your" shall refer to such entity and its affiliates.   

Your use of the Services is also subject to our Privacy Policy, available at Privacy Policy, and our Cookie Policy, available at Cookie Policy, which are incorporated herein by reference. Specific quotes or order forms may contain additional terms that also apply.

1. Definitions 

• "Applications" means the specific SafetyVue software applications SafetyVue Insights, DataVue, SafetyVue Sim, and any related suite of software applications provided as part of the Services.
• "ATE" means SafetyVue's proprietary Adaptive Training Engine technology, which powers certain features within the Applications.
• "Content" means text, data, information, graphics, photos, profiles, audio and video clips, links, and other materials.
• "User Content" means any Content that you or your authorized users submit, post, display, or otherwise make available on or via the Services, including data inputted into the Applications.
• "Subscription" means a paid plan allowing access to certain features or levels of the Services for a defined term.
• "Subscription Term" means the period for which a Subscription is active.
• "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. SafetyVue's Confidential Information includes the Services (including the Applications and ATE), its underlying technology, pricing, and product roadmaps. Your Confidential Information includes your User Content that is not publicly available.  
• "Third-Party Services" means any software, applications, services, or links (including, for example, virtual classroom training provided by partners like Cypherworx) that are provided by third parties and may be integrated with, linked to, or offered in connection with the Services.

2. License Grant 

Subject to your compliance with these Terms and payment of applicable fees, SafetyVue grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services (including installing and using Applications like SafetyVue Sim where applicable) solely for your internal business purposes during the term of your authorized access or Subscription Term. This license does not constitute a sale of the Applications or any copy thereof.  

3. User Accounts

• Registration: You may need to register for an account. You agree to provide accurate, current, and complete information and keep it updated.
• Security: You are responsible for safeguarding your account credentials and for all activities under your account. Notify SafetyVue immediately of any unauthorized use. SafetyVue is not liable for losses caused by your failure to maintain security.  
• Authorized Users: You are responsible for ensuring your authorized users comply with these Terms.

4. Acceptable Use Policy You agree not to, and not to permit your authorized users to:

• Use the Services for any illegal purpose or in violation of any local, state, national, or international law;
• Violate or encourage others to violate third-party rights, including intellectual property or privacy rights;  
• Post, upload, or distribute any User Content that is unlawful, defamatory, libelous, inaccurate, or otherwise objectionable;
• Interfere with security-related features, probe vulnerabilities, or disrupt the Services;  
• Perform any fraudulent activity or impersonate others;
• Reverse engineer, decompile, or disassemble the Applications or ATE (except as permitted by law);
• Resell, lease, or sublicense the Services, or use them in a service bureau;
• Access the Services to build a competitive product.

5. User Content and Responsibilities

• Your Content: You retain ownership of your User Content. By submitting User Content, you grant SafetyVue a worldwide, non-exclusive, royalty-free, sublicensable license to use, host, store, reproduce, modify, communicate, and distribute User Content solely as necessary to provide, maintain, and improve the Services for you, and as further described regarding anonymized data in our Privacy Policy.
• Anonymized Data: You grant SafetyVue a perpetual, irrevocable, worldwide, royalty-free license to create and use Anonymized & Aggregated Data (as defined in the Privacy Policy) derived from User Content and usage for improving the Services (including the ATE), developing new products, and industry analysis, provided such data cannot identify you or any individual. SafetyVue owns all rights to such Anonymized & Aggregated Data.
• Responsibility & Compliance: You are solely responsible for your User Content, its accuracy, and ensuring your use of the Services complies with all applicable laws and third-party rights.

6. Subscription Terms and Fees

• Subscription & Quotes: Access often requires a Subscription pursuant to an accepted quote or Order Form. Quote Terms and Conditions may apply.
• Fees: You agree to pay all fees specified in the applicable Order Form. Fees are non-refundable except as stated herein or required by law Refund Policy and payable in US Dollars.
• Payment: Fees are due within 15 days from the invoice date unless otherwise stated. Late payments incur interest at 1.5% per month or the maximum legal rate.
• Taxes: Fees are exclusive of Taxes, which are your responsibility (excluding taxes on SafetyVue's net income).

7. Intellectual Property Rights

• SafetyVue IP: SafetyVue and its licensors own all right, title, and interest in the Services (Website, Applications, ATE, underlying technology), documentation, Anonymized & Aggregated Data, and all associated intellectual property rights. No rights are granted except the express license herein.
• Feedback: You grant SafetyVue a royalty-free, worldwide, irrevocable, perpetual license to use any Feedback you provide regarding the Services.

8. Privacy and Data Protection

• Privacy Policy: Governed by our Privacy Policy Privacy Policy.
• Compliance: Both parties agree to comply with applicable data protection laws regarding data processed under this Agreement.
• Security: We implement reasonable security measures as described in our Privacy Policy.

9. Third-Party Services and Integrations

The Services may contain links to, integrate with, or otherwise allow you to access Third-Party Services (such as virtual classroom training provided by Cypherworx or other partners). These Third-Party Services are not owned, controlled, or operated by SafetyVue.

While SafetyVue may facilitate access or integration, and may, for convenience, include charges for such Third-Party Services on an invoice alongside charges for SafetyVue's Services, such Third-Party Services are provided by the respective third parties under their own separate terms and conditions and privacy policies. Your use of any Third-Party Service is subject solely to the terms and policies of that third-party provider, which you are responsible for reviewing and accepting.

SafetyVue does not endorse, is not responsible or liable for, and makes no representations or warranties regarding the operation, content, security, practices, or availability of any Third-Party Services, or for any transaction you may enter into with the provider of such Third-Party Services, regardless of whether charges for such Third-Party Service appear on a SafetyVue invoice. Any claims or disputes related specifically to a Third-Party Service must be directed to the relevant third-party provider. SafetyVue disclaims all liability arising from your use of Third-Party Services.

10. Confidentiality

• Obligations: Receiving Party will protect Disclosing Party's Confidential Information with reasonable care and use it only for purposes of this Agreement. Disclosure is limited to those who need to know and are bound by confidentiality obligations.
• Exceptions: Standard exceptions apply (public knowledge, prior knowledge, third-party disclosure without breach, independent development, required by law with notice).
• Survival: Obligation survives termination for 3 years.

11. Disclaimers of Warranties THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SAFETYVUE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. AI/ATE-POWERED ANALYSIS AND SIMULATIONS ARE PROVIDED WITHOUT GUARANTEES OF ACCURACY. USE IS AT YOUR OWN RISK.  

12. Limitation of Liability IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER THE "FEES" SECTION.  

IN NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO (I) A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, (II) A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 10, OR (III) LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

13. Indemnification

By SafetyVue: SafetyVue defends and indemnifies you against third-party claims that the Services infringe their IP rights, subject to conditions (prompt notice, sole control, cooperation).

• By You: You defend and indemnify SafetyVue against third-party claims arising from your User Content, breach of these Terms/law, or violative use of the Services, subject to conditions (prompt notice, sole control, cooperation).

14. Term, Termination, and Renewal

• Term: Commences on Effective Date, continues until all Subscriptions expire/terminate.
• Subscription Term & Renewal: As per Order Form, auto-renews unless non-renewal notice given 30 days prior.
• Termination for Cause: By either party for material breach if uncured after 30 days' notice.
• Effect of Termination: License ceases. User Content available for export for 90 days, then may be deleted (anonymized data may be retained). Survival clauses apply.
• Termination Assistance: Reasonable assistance provided, potentially subject to fees.

15. Modifications to Terms 

SafetyVue may modify these Terms, providing notice (e.g., posting, email). Continued use after changes constitutes acceptance. If you disagree, stop using the Services.

16. Governing Law 

Governed by Delaware law, without regard to conflict of law principles. UN CISG does not apply.

17. Eligibility / Age Restriction

The Services are intended for business use and are not directed to individuals under the age of 18. By agreeing to these Terms, you represent and warrant that you are at least 18 years old and have the legal capacity to enter into this agreement.

18. Dispute Resolution

• Negotiation: Parties first attempt informal negotiation for 30 days.
• Binding Arbitration: Unresolved disputes settled by AAA arbitration in Wilmington, Delaware, under its Commercial Arbitration Rules.
• Class Action Waiver: Claims brought only in individual capacity.
• Exceptions: Injunctive relief for IP infringement may be sought in state/federal courts in Wilmington, Delaware.

19. Service Levels and Support

• Availability: Commercially reasonable efforts for 99.5% uptime per month, excluding planned maintenance/force majeure.
• Support: Provided as described at Support Policy. Response times vary shown in the support policy.

20. Miscellaneous

• Entire Agreement: These Terms, Privacy Policy, Cookie Policy, Order Forms constitute the entire agreement.
• Assignment: No assignment without consent, except SafetyVue may assign in connection with merger/acquisition/sale of assets.
• Force Majeure: Excuses non-performance due to events beyond reasonable control.
• Notices: In writing. To SafetyVue: 1209 Orange Street, Wilmington DE 19801, Attn: Legal Department, copy to legal@safetyvue.net. To You: Email/address on record.
• Waiver: Must be in writing.
• Severability: Unenforceable provisions modified/severed, remainder intact.
• Export Compliance: You agree to comply with all applicable U.S. and international export laws and regulations.
• Beta Features: Use of any beta or experimental features is "as-is," without warranty, and may be discontinued at any time.
• Audits: SafetyVue reserves the right, upon reasonable notice, to audit your use of the Services for compliance with these Terms.

21. Contact Information If you have any questions about these Terms, please contact us at: Email: support@safetyvue.net Address: SafetyVue Inc., 1209 Orange Street, Wilmington DE 19801