*** TERMS OF USE ***
*** PRIVACY ***
*** COPYRIGHT ***

I) TERMS OF USE

All use of the Bongarde Holdings, Inc. and Bongarde Media Co. (ULC) ("Bongarde") World Wide Web pages located within www.safetysmartonline.com, and our related websites is subject to the terms and conditions set forth below ("Terms"), provided however that other terms of use shall apply with respect to any Bongarde affiliates' websites, as specified on each such website. Any use of such web pages constitutes the user's agreement to abide by the Terms. We may amend these terms at any time by posting the amended Terms on this web page. For current Clients of the SafetySmart service, we will also provide notice of any amendment by email, sent to the last known email address of the Client contact set out in the Master Licensing Agreement between Bongarde and the Client.

Privacy: Please review our Privacy Statement below, which also governs your visit to www.safetysmartonline.com, to understand our practices.

Electronic Communications: When you visit safetysmartonline.com and our related websites or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Copyright: All content provided on this site is owned by Bongarde and/or its affiliates (the "Bongarde Content") and protected by United States and international copyright laws. Bongarde retains all proprietary rights to the Bongarde Content. Unless you are a current Client of SafetySmart and have entered into a SafetySmart Master Licensing Agreement with Bongarde that details permitted uses of Bongarde Content on this site, the Bongarde Content on this site may not be reproduced, transmitted or distributed without the prior written consent of Bongarde.

Trademarks: All trademarks, service marks, trade names, logos and graphics ("Marks") indicated on this site are registered trademarks of Bongarde and/or its affiliates, in the United States and other countries. Unless you are a current Client of SafetySmart and have entered into a SafetySmart Master Licensing Agreement with Bongarde that details permitted uses of Bongarde's Marks on this site, you may not make any use of Bongarde's Marks without the prior written consent of Bongarde.

License & Site Access: Bongarde grants you a limited license to access and make personal use of this site, subject to the Terms. Unless you are a current Client of SafetySmart and have entered into a SafetySmart Online Master Licensing Agreement with Bongarde that details permitted uses of this site, the following terms apply:

Further, unless you are a current Client of SafetySmart and have entered into a SafetySmart Master Licensing Agreement with Bongarde that governs permitted site usage, suspension of use and dispute resolution in cases of unauthorized use, any unauthorized site use terminates the license granted by Bongarde.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THIS SITE IS PROVIDED BY BONGARDE ON AN "AS IS" AND "AS AVAILABLE" BASIS. BONGARDE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BONGARDE DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BONGARDE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL AND PUNITIVE DAMAGES


II) PRIVACY STATEMENT


We take your privacy very seriously.

E-Mail Address: When you subscribe, your e-mail address is placed in a database and used to communicate with you, and to send your issues and/or occasional advertisements or special notices from the service or publication you subscribed to. You can remove your address from our e-mailing list by following the instructions at the end of every e-mail we send. Any e-mail you send to us is considered confidential unless you tell us otherwise.

Spam: If you believe that we have sent you unsolicited commercial e-mail (spam), please send an e-mail to support@safetysmart.com.

Personal Information: We will never ask you for personal information--your credit card number, for example--except when you place an order. At that time, we will provide a secure connection and require you to submit only the information needed to complete and fulfill your order. Only our authorized employees will have access to this information. We will not sell or rent this information to anyone, nor share it in any other way, unless required to by a law enforcement agency that takes the proper steps to require it. Please note that "personal information" does not include your mailing address.

Mailing Address: When you give us your mailing address, we will use this information to fulfill your order or subscription and to send you information on other products that may suit your interests. If you don't want us to send you this other information, please contact our customer service department, by email at customerservice@bongarde.com, or by mail at 103 Eastside Oroville Road, Oroville, WA 98844 or Suite 102, 501 Main Street, Penticton, BC V2A 9A6

Cookies: Cookies are small files placed on your computer by a web page when you visit it. Our web sites use cookies to store useful information to make your next visit easier and more convenient. We do not store or collect any personally identifiable information.


III) COPYRIGHT NOTICES

Copyright Bongarde. Online ISSN 1918-9001. All rights reserved. Republication or redistribution of Bongarde content, including by framing or similar means, is prohibited without the prior written consent of Bongarde. "Bongarde" and the Bongarde logo are registered trademarks of Bongarde Holdings, Inc. and its affiliated companies.



STANDARD CLIENT MASTER LICENSING AGREEMENT
SAFETYSMART

Bongarde Holdings (“Bongarde”) wishes to make certain valuable, proprietary business information and services available to the Client and the Client wishes to obtain and utilize the information and services. The parties hereto agree as follows:

1.  Definitions
1.1 Bongarde: Bongarde Holdings and certain of its affiliates and licensors, who are the owners of the Licensed Information and Services.
1.2 Ordinary business purposes: The Client's own internal business management and decision-making purposes.
1.3 Licensed Information and Services: The proprietary information and services made available to the Client, and all content therein (the “Licensed Services”) covered under the License in this Agreement and specified in Schedule A.
1.4 License Period: The period of time during which the Licensed Services can be used by the Client, specified in Schedule A. If access to Licensed Services is provided via physical media (e.g. CD, DVD) rather than through the Internet, the Client must return all CD-ROMs in its possession to the Bongarde address above when the subscription is terminated
1.5 Authorized Users: The Client's current officers, directors, employees, related third-parties, or other parties, as of the Effective Date of this Agreement, specified in Schedule A (the “Authorized Users”), permitted to use the services under the terms of the License granted in this Agreement. The client understands and agrees that use by any additional users or third-parties not specified in Schedule A, such as employees from acquired entities, is strictly prohibited without amendment to Schedule A. For purposes of this License Agreement, “Related Third-Parties” shall mean any person, partnership, joint venture, corporation, or other form of enterprise, domestic or foreign, including, but not limited to, parent and subsidiaries, which directly or indirectly Control, are Controlled by, or are under common Control with, a party to this Agreement. “Control” as used herein is defined as the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and operating policies of the entity in respect of which the determination is being made, through the ownership of voting securities, contract, voting trust, or otherwise.
1.6 License Fee: A one-time license fee, set forth in Schedule A, for the Client's use of the Licensed Services during the License Period.
1.7 License: A non-exclusive, non-transferable, revocable license to use the Licensed Services solely for the Client's ordinary business purposes, granted by Bongarde to the Client through the execution of this Agreement.
1.8 Agreement: The documents, listed immediately below, that together form an integral Agreement that both parties are bound by:
  • In cases where a specific Master Licensing Agreement has not been executed between Bongarde and the Client, this Standard Master Licensing Agreement, provided there exists a copy of Schedule A signed the Client. Otherwise, the user is not considered a current Client and is not entitled to, or subject to, the terms provided under this Standard Master Licensing Agreement.
  • In cases where a specific Master Licensing Agreement has been executed between Bongarde and the Client, the specific Master Licensing Agreement
  • Terms of Use (available online: SafetySmart Terms of Use)
  • Schedule A: Licensed Services provided, License Period, Authorized Users, License Fee, agreed Amendments and Addenda to the Master Licensing Agreement. A copy of Schedule A signed by the Client must exist for a user to be considered a current Client.
2.   Scope of License
2.1 Permitted Uses. Subject to the terms and conditions of your Agreement, Authorized Users are permitted to use reasonable portions of the Licensed Services in carrying out the ordinary business purposes of the Client. Permitted Uses include the following:
i. download, print, or save content by Authorized Users for personal use in connection with the business of the Client
ii. use the content to produce a document, publication, report, or presentation that is for internal/intra-company use. This includes overheads, flyers, bulletins, training materials, or other material to be distributed to your Authorized Users only. The text and/or illustrations of such publications may be modified or customized to suit the style/format of other in-house media.
iii. share content with others in Authorized Users, specified in Schedule A
iv. make local electronic copies by means of caching or mirrored storage of all or part of the Licensed Services as are necessary solely to ensure efficient use by Authorized Users
v. use the materials from the Licensed Services as part of an integrated information service for Authorized Users that will include links between Licensed Services and the Client's other information resources available via its Secure Network
vi. display, download or print materials from Licensed Services for the purpose of internal testing or for training Authorized Users or groups thereof, and for internal corporate training programs, in respect of which appropriate acknowledgement of the source shall be made
vii. provide print or electronic copies of content from the Licensed Services to national or international regulatory, or similar authorities, for the purposes of, or in anticipation of, submissions, regulatory approval, or patent and/or trademark applications or other legal or regulatory purposes without further remuneration to Bongarde
viii. transcribe any portion of the Licensed Services into Braille script or enlarged type for Authorized Users who are visually impaired
Any copies of the Licensed Services made by Client may not be transferred to any third party not identified in Schedule A, and shall include all copyright notices from Bongarde or the original Publishers and include original source attribution.

Licensed Services can be accessed via a secure standalone network that is only accessible to Authorized Users. If access is provided to Licensed Services via physical media (e.g. CD, DVD), rather than through the Internet, the Client may install the services from the physical media on one file server connected to one network, and may use the product on multiple computers connected to the network file server on which the product is installed.

Requests for permission for other uses must be sent by email to customerservice@bongarde.com, and may be subject to a fee.
2.2 Prohibited Uses. The Client shall ensure that Authorized Users do not, directly or indirectly, allow any other person or entity to use or access the Licensed Services. Client shall not license, sell, transfer, make available, lease, time-share, distribute, or assign this license to any third-party, or modify or make derivative works based upon the Licensed Services, other than those used for the Client's ordinary business purposes. You may not mount or distribute any part of the Licensed Material on any electronic network, including without limitation the Internet and the World Wide Web, other than your secure network. Any breach of the restrictions contained herein may result in immediate termination of the Client's license and liability for damages. Other Prohibited Uses include, but are not limited to:
i. remove or alter Bongarde's copyright notices or other means of identification or disclaimers as they appear in Licensed Services
ii. use, copy, duplicate, modify, or transfer copies of Licensed Services except as expressly authorized in this Agreement
iii. systematically download material from Licensed Services by robots or any other automatic processes, except as and to the limited extent necessary for the Client's archival and backup process on its Secure Network
iv. mount or distribute any part of the material from Licensed Services on any electronic network, including without limitation the Internet and the World Wide Web, other than the Secure Network
v. sublicense, lease, or rent Licensed Services
vi. disassemble, decompile, unlock, or in any manner decode the product
Except as permitted in clause 2.1 above, no portion of the Licensed Services may be reproduced or stored in, or transmitted to, any other newsgroup, mailing list, or electronic bulletin board, or regularly or systematically stored in electronic or print form, without the prior written consent of Bongarde. Any use of the Licensed Services not specifically permitted by this Section 2 is expressly prohibited. Unauthorized use, resale or commercial exploitation of the Licensed Services in any way is expressly prohibited. Client shall not utilize the Licensed Services in order to build a product or service competitive with the products or services offered by Bongarde. All rights not expressly granted to the Client are reserved by Bongarde and its licensors. There are no implied rights.
3. Copyright and Intellectual Property Protection
3.1Copyright. Bongarde holds the copyright for, or has obtained the legal rights to publish and include, all materials published in the Licensed Services, as a compilation and as to the individual components, collectively and individually. All use of the Licensed Services is subject to applicable copyright law, and reproduction of content is allowed only as permitted in this License. Bongarde reserves the right at any time to withdraw from Licensed Services any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable.
3.2Intellectual Property Protection. The Client acknowledges and agrees that between the Client and Bongarde, all right, title and interest in and to the Licensed Services, including any and all documentation and all derivatives thereof (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are and shall remain Bongarde's or the original Publishers, and this Agreement in no way conveys any right or interest in such Licensed Services other than a limited license to use them in accordance herewith. The Licensed Services, moreover, including any and all documentation and all derivatives thereof, are works protected by copyright, trade secret, and other proprietary rights and laws. The Bongarde name, the Bongarde logo, and the product names and logos associated with the Licensed Services are trademarks of Bongarde or third parties, and no right or license is granted to use them. All rights are reserved and there are no implied rights.
4. License Fee and Payment
The Client shall remit all License Fee amounts due within thirty (30) days after receipt of an invoice. In addition to any other rights granted to Bongarde herein, Bongarde reserves the right to suspend or terminate this Agreement if the Client's account becomes delinquent (falls into arrears). Delinquent accounts, defined as accounts with balances that are not paid in full within 60 days after the invoice date, are subject to interest of 1.5% per month, charged monthly starting on day 61, on any unpaid invoice balance and interest due, or the maximum permitted by law, whichever is less, plus all expenses of collection, including, but not limited to litigation costs and reasonable attorneys' fees.
5.   No Warranty and Disclaimer of Liability
5.1 No Warranty. Bongarde makes no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any Licensed Services; unless otherwise noted in this Agreement, Bongarde does not represent or warrant that: (A) the Licensed Services will meet the client's requirements or expectations; (B) the License Services will remain accurate or reliable; (C) errors or defects identified will be corrected. The Licensed Services are provided to the Client strictly on an "as is" basis; and all conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law.
5.2 Disclaimer of Liability. In no event will Bongarde or its affiliates be liable for indirect, special, incidental, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising directly or indirectly from the use of, failure to use, or reliance on, the Licensed Services, even if Bongarde has been advised of the possibility that such damages may arise, unless otherwise noted in this Agreement.

Bongarde does not guarantee the accuracy, content, or timeliness of the Licensed Services. In no event shall any liability of Bongarde, its affiliates, agents and licensors, if any, arising out of any kind of legal claim (whether in contract, tort, or otherwise) in any way connected with this Agreement or the Licensed Services, exceed the amount the Client paid to Bongarde under this Agreement.
6. Security of Licensed Services
The Client will be solely responsible for the confidentiality and use of the Licensed Services. The Client agrees to immediately notify Bongarde if it becomes aware of any loss or theft or any unauthorized use of the Licensed Services. If the Client becomes aware of unauthorized access to the Licensed Services, it will notify Bongarde immediately and cooperate in attempting to stop the abuse of the service. If the specific abuser(s) cannot be identified or stopped within 30 days of the Client becoming aware of unauthorized access, Bongarde has the right to withhold, suspend, or terminate access to all or any portion of the Licensed Services, without liability or refund to the Client.
7.Taxes
The Client shall be responsible for the proper payment of all taxes which may be levied or assessed based on the Client's use of the Licensed Services, other than Bongarde's income taxes.
8. Modification or Amendment
This Agreement may only be amended or modified by express written consent of both parties hereto. No purchase order or other document purporting to modify, amend, or supplement this Agreement shall add to, or vary the terms of, this Agreement. All proposed variations or additions, whether submitted by the Client or Bongarde, are objected to and deemed material unless otherwise agreed to by express written consent of both parties hereto.
9.   Miscellaneous
9.1 Assignment of Agreement. This Agreement and the rights and obligations of the Client may not be assigned or otherwise transferred (including by operation of law) to any other party without the prior written consent of Bongarde.
9.2 Non-Waiver No delay or omission on the part of either party in requiring performance by the other party of its obligations will operate as a waiver of any right.
9.3 Notices. Notices shall be given in writing by letter or email, and shall be sent to the intended recipient's last known place of business (i) for Bongarde, in Oroville, WA or Penticton, BC (for the attention of the President) and (ii) for the Client, at the Client address or email address for the attention of the Client contact set out in this Agreement. Such letters shall be deemed received on the date of dispatch if sent by fax or email (or on the following business day, if sent after the recipient's normal business hours) or on the expiry of 2 business days from the date of posting if sent by overnight post.
9.4 Independent Contractors, No Joint Venture: Relationship. The parties are independent contractors, and no joint venture, partnership, employment, or agency relationship exists between the Client and Bongarde as a result of this Agreement or the Client's use of the Licensed Services.
9.5 Severability. If any provision of this Agreement shall be invalid or unenforceable, such shall not render the entire Agreement unenforceable or invalid but rather the Agreement shall be read and construed as if the invalid or unenforceable provision(s) are not contained therein, and the rights and obligations of the parties hereto shall be construed and enforced accordingly.
9.6 Entire Agreement. This Agreement constitutes the entire agreement between Bongarde and the Client and any terms implied by law which may be excluded by contract are excluded.
9.7 Authority. Each party represents and warrants to the other that it has full power and authority to enter into and perform this Agreement, and that the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement.
10. Termination and Suspension
Bongarde may terminate this License without cause on thirty (30) days notice, via email or otherwise, to the Client should the Licensed Services or any component thereof no longer be available for any reason.

Bongarde reserves the right to suspend services if Bongarde believes the Client has violated the terms or abused the intent of this License, and to immediately notify the Client in writing of the specific violations or abuse, and to allow the Client thirty (30) days from receipt of notice to correct any violation or abuse. If the abuse or violation is not corrected within such cure period, then Bongarde reserves the right to terminate this License without liability to refund License Fees.
11.   Governing Law and Dispute Resolution
11.1 Governing Law. In the case of the Client's registered headquarters being in the United States, this Agreement shall be governed by the laws of the State of Washington, as if the Agreement were a contract wholly entered into and wholly performed within Washington, without reference to the choice of law provisions thereof. Both parties hereto irrevocably agree to submit to the exclusive personal jurisdiction and venue of the courts presiding in, and/or with jurisdiction over, Oroville, WA, U.S.A.

In the case of the Client's registered headquarters being located in Canada or any other nation besides the United States, this Agreement shall be interpreted, governed and construed under the laws of the Province of British Columbia and the laws of Canada applicable therein, as if it were executed and to be performed wholly within the Province of British Columbia, without reference to the choice of law provisions thereof. Both parties hereto irrevocably agree to submit to the exclusive personal jurisdiction and venue of the courts presiding in, and/or with jurisdiction over, Penticton, BC, Canada.
11.2 Dispute Resolution. In the event of any dispute, claim, question, or disagreement (the “Dispute”) arising from or relating to this Agreement or the breach thereof, the Parties hereto shall use their best efforts to settle the Dispute by normal business discussions. Should such discussions fail to resolve the Dispute, either Party may give the other a written notice of any remaining dispute. The Parties shall continue to negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If they do not reach such solution within a period of thirty (30) days, then, upon notice by either Party to the other, all Disputes, claims, questions, or differences (including issues relating to the formation of the agreement and the validity of this arbitration clause) shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the provisions of its Commercial Arbitration Rules, as well as the Federal Rules of Civil Procedure and the Federal Rules of Evidence, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Parties agree to hold the entirety of the arbitration proceedings, including knowledge of the existence of any dispute or controversy, completely confidential except for such disclosures as might be required by law. This arbitration agreement does not limit or affect the right of either Party to seek from any court having jurisdiction any interim, interlocutory, or provisional relief that is necessary to protect the rights or property of that Party. Alternatively, either Party may apply to the AAA pursuant to the AAA Optional Rules for Emergency Measures seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved.
12. Entire Agreement
This Agreement, including Schedule A and the Master Licensing Agreement and Terms of Use (printed on request and available online at: SafetySmart Terms of Use), represents the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes and supplants any and all other prior oral or written agreements or understandings between Bongarde and the Client pertaining to the subject matter hereof.