PLEASE READ THIS LOCAL SAFETY INFORMATION SUBSCRIPTION AGREEMENT ("AGREEMENT") CAREFULLY BEFORE USING THE SERVICES OFFERED BY HAZADAPT, INC. (“HAZADAPT, INC.”), THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HAZADAPT.COM (THE "SITE") AND THE SERVICES OWNED AND OPERATED BY COMPANY (COLLECTIVELY WITH THE SITE, THE "SERVICE"). BY USING THE SERVICE IN ANY MANNER, INCLUDING, BUT NOT LIMITED TO, VISITING OR BROWSING THE SITE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
YOUR USE OF THE SITE OR ANY OF HAZADAPT PRODUCTS AND SERVICES IN ANY WAY SIGNIFIES THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF USE.
By accessing or using the Site or Service you also represent that you have the legal authority to accept these Terms of Use on behalf of yourself and any party you represent in connection with your use of the Service. THESE TERMS APPLY TO BOTH SUBSCRIBERS AND USERS OF THE SITE WHO ARE NOT SUBSCRIBERS.
IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SITE OR SERVICE.
LHC-vA-0424
LOCAL SAFETY INFORMATION SUBSCRIPTION AGREEMENT
This Agreement is entered into by and between HazAdapt, Inc. (“HazAdapt, Inc.”), as the duly licensed provider of HazAdapt Hazard Guide app and web tool, and the Subscriber. Pursuant to the Terms and Conditions set forth herein, HazAdapt, Inc. agrees to provide Subscriber with access to HazAdapt Hazard Guide app and web tool, for the term and at the cost outlined in the provided PROPOSAL AND SERVICE QUOTE Agreement ("Quote"). Subscriber is solely responsible for obtaining its own internet connection and hardware.
- Term. The Term of this subscription shall commence immediately upon signing the Quote and receipt of the initial payment (“Commencement Date”), and shall renew yearly, aligning with the Commencement Date. Subscriber’s access to the Local Safety Information service on HazAdapt shall not be provided until HazAdapt, Inc. has received the signed Quote from the Subscriber with acknowledgments to The Local Safety Information Subscription Agreement and SLA.
- Confidentiality. The cost provisions set forth by HazAdapt, Inc. constitute trade secrets and proprietary information of HazAdapt, Inc. As such, to the fullest extent permitted by law, excepting only to the extent required by law, such cost provisions are to be treated as confidential by Subscriber, and are to be shared with only such other municipal officials as are deemed by Subscriber to have a specific need to know. If Subscriber believes it is compelled by law to disclose the cost provisions herein to a third party, Subscriber shall first exercise reasonable efforts to notify HazAdapt, Inc. of such determination and intent to disclose, before such disclosure.
- Subscription Fees. Based on the agreed-upon Local Safety Information Hosting services between HazAdapt, Inc. and Subscriber, (Content Itemized in Quote). Subscriber shall pay to HazAdapt, Inc. the total sum provided in Quote by HazAdapt, Inc., due upon signing the Quote.
- Payment. All payments required pursuant to this Subscription Agreement shall be made payable to HazAdapt, Inc., all purchasing information provided on the Quote.
- Scope of Subscription. The subscription fee provides Local Safety Information subscription services to the HazAdapt Hazard Guide app and web tool for Subscriber and associated jurisdiction confirmed in the Quote.
- For the purpose of this Subscription Agreement, an “agency” is defined as a single entity with the ability to host their emergency procedures and hazard information on the HazAdapt Hazard Guide app and web tool system within a defined area.
- Subscription Services.
- Included Services. Ability to request HazAdapt host their emergency, safety, policies and procedures in relevant areas in the HazAdapt Hazard Guide app and web tool; the set-up and coordination of content with the HazAdapt Hazard Guide app and web tool; hazard expert review and formatting for implementation; all current functions of HazAdapt Hazard Guide app and web tool; email technical support; periodic system upgrades.
- Excluded Services. At this time, HazAdapt, Inc. will not be providing hazard content suggestions or edits to provided content in the realm of policies, procedures, inclusivity, equity, or other items besides formatting for app interfaces.
- Terms of Use. This Subscription Agreement expressly adopts and incorporates the Terms of Use of HazAdapt Hazard Guide app and web tool, including all disclaimers of warranties set forth therein. The Terms of Use are posted on the HazAdapt Hazard Guide app and web tool site at https://www.hazadapt.com/terms/hazadapt-terms-and-conditions. This Subscription Agreement further expressly incorporates the following Terms of Use:
- Content passes HazAdapt, Inc.’s due diligence safety check. All content submitted to HazAdapt, Inc. by Subscriber will be subject to a review for negligent information, apparent or purposeful hate, obvious misinformation, etc., to include but is not limited to aspects of race, sex, gender, sexual orientation, disability, socioeconomic status, national origin, or age. If, during the review process, HazAdapt, Inc. flags any pieces of content as violating the aforementioned review factors, said content will be brought to the Subscriber in good faith for discussion and resolution. If no reasonable resolution can be made, HazAdapt, Inc. reserves the right to refuse service, and Subscriber will forfeit the One-Time Set-Up Fee and monetary value equivalent to one month of the original subscription.
- Transmission of Dispatch Information. One of the functions of HazAdapt Hazard Guide app and web tool enables agencies and teams to display hazard content on HazAdapt Hazard Guide app and web tool in a defined area and enables team members of HazAdapt, Inc. to obtain such information via form upload/submission or other secure sharing process from the Subscriber. It is understood that this functionality is dependent upon the subscriber to craft the content and verify its accuracy as well as update this content. It is understood that HazAdapt will address updates as soon as possible, but at this time, updates are not made in real-time. Therefore, content changes shall be flexible to a 48-hour turn-around period of implementation based on HazAdapt, Inc.’s discretion. HazAdapt, Inc. makes no guarantees or warranties about the accuracy of the information provided or its systemic representation of the organization. To the greatest extent permitted by law, Subscriber, individually and on behalf of each of the agencies and teams receiving the HazAdapt Hazard Guide app and web tool system pursuant to this Subscription Agreement, hereby releases HazAdapt, Inc. and HazAdapt Hazard Guide app and web tool from any and all claims and liabilities of any nature whatsoever associated with any inaccuracy of provided hazard content information from the Subscriber.
- Default. If Subscriber defaults in any respect whatsoever with regard to the terms and conditions of this Subscription Agreement or the Terms of Use of HazAdapt Hazard Guide app and web tool, HazAdapt, Inc. shall have the right, in its sole discretion, to suspend or terminate Subscriber’s subscription to HazAdapt Hazard Guide app and web tool, and to suspend or terminate Subscriber’s hazard content in the HazAdapt Hazard Guide app and web tool. Any payments not timely made shall be considered a material default by Subscriber.
- System Modifications. Subscriber understands that HazAdapt, Inc. reserves the right to modify the appearance, content, and/or functionality of HazAdapt Hazard Guide app and web tool at any time, and in its sole discretion. In no event shall any core functionality of HazAdapt Hazard Guide app and web tool be eliminated.
- Sales Representatives. Subscriber warrants that its subscription to HazAdapt Hazard Guide app and web tool was not procured through the efforts of any salespersons other than Ginny Katz, HazAdapt sales.
- Service Interruptions. Subscriber understands that there may be periodic service interruptions to HazAdapt Hazard Guide app and web tool as the result of events or circumstances beyond the control of HazAdapt, Inc. HazAdapt, Inc. has taken, and will continue to exercise, commercially reasonable efforts to mitigate such interruptions, and maintains a fully redundant, fault-tolerant network for the provision of services related to HazAdapt Hazard Guide app and web tool.
- Promotion. Subscriber consents to the utilization by HazAdapt, Inc. of the existence of this subscription in promotional materials developed and disseminated by HazAdapt, Inc., including the listing of Subscriber and each agency identified on Exhibit “A” as a subscriber/user of HazAdapt Hazard Guide app and web tool.
- Additional Term. Upon the signed Quote of the parties, signed by both parties, the parties may agree to extend the Term of this Agreement on the same cost terms for the extended period of the Agreement.
- Severability. If all or part of any provision of this Subscription Agreement or of the Terms of Use shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such portion(s) of the provision(s) as are held to be illegal, invalid or unenforceable shall be construed to reflect the parties’ original intent, and the remaining portions and provisions shall remain in full force and effect.
- Counterparts. This Subscription Agreement may be signed or acknowledged in counterparts, each of which, when combined, shall constitute the whole agreement.
- Entire Agreement. This Subscription Agreement and the Terms of Use constitute the entire agreement between Subscriber and HazAdapt, Inc. and govern Subscriber’s ability to have content on the HazAdapt Hazard Guide app and web tool, superseding any prior agreements between Subscriber and HazAdapt, Inc. In the event of a specific conflict between the terms and conditions of this Subscription Agreement and the Terms of Use of HazAdapt Hazard Guide app and web tool, the terms and conditions of this Subscription Agreement shall control. This Agreement may be modified in the future by the parties, but only upon a written document signed by all parties.
