IMPORTANT – READ CAREFULLY: BY CLICKING THE “I ACCEPT” BUTTON YOU AGREE TO BE BOUND BY THIS AGREEMENT. This is a legal agreement (“Agreement”) between You and SAFE 2 SAVE, L.L.C., a limited liability company and any successor-in-interest or assignee of SAFE 2 SAVE; located at 1551 Greens Prairie Rd W, College Station, TX 77845 (hereinafter “S2S”) for use of our SAFE 2 SAVE PRO platform and other services available from time to time (collectively, the “Services”). “You” or “Your” refers to either (a) the individual or entity that registered and/or provided S2S his or her payment mechanism for the Services, or (b) if the Services are being purchased on behalf of an entity by a representative of such entity, the “You” or “Your” refers to such entity. If You do not agree with the terms of this Agreement, click the “CLOSE TAB” button and do not make any other use of the Services.
S2S is the owner of the SAFE 2 SAVE PRO platform that enables organizations the ability to incentivize safe driving within their workforce. The organization can set and manage their own incentives. The organization’s workforce has custom settings access on their application version which is available on both iOS and Android. The parties have agreed to enter into this Agreement to set forth the terms of Employer’s access to the platform. Accordingly, S2S and Employer agree as follows:
- Employer agrees to provide all the reasonably necessary documentation including a quarterly employee census to update S2S on removed and new employees. The census shall include first name, last name, email address, mobile phone number, office phone number, job title, and direct manager’s full name.
- Employer agrees to make the SAFE 2 SAVE PRO Learning Management System available for all management and employees as conducted by S2S upon the launch of the platform.
- During the term of this Agreement, S2S agrees that Employer shall be permitted to utilize S2S’s name, acronym and logo for the sole purpose of promoting Employer’s usage of the platform both internally and externally to the public.
License of Intellectual Property
- S2S is the sole owner of all right, title, and interest to all S2S and SAFE 2 SAVE PRO information, including the SAFE 2 SAVE and SAFE 2 SAVE PRO logos, trademarks, trade names, and copyrighted information, unless otherwise provided. S2S hereby grants to the Employer a limited, nonexclusive license to use S2S’s intellectual property, which consists of the SAFE 2 SAVE PRO and SAFE 2 SAVE name, acronym, and logo (collectively, the “S2S Property”), solely in connection with promotion of Employer’s participation in the program.. Employer agrees that it shall not use S2S’s Property in a manner that states or implies that S2S endorses Employer (or Employer’s products or services).
- Employer is the sole owner of all right, title, and interest to all Employer information, including Employer’s logo, trademarks, trade names, and copyrighted information, unless otherwise provided. Employer hereby grants to S2S a limited, non-exclusive license to use certain of Employer’s intellectual property, including Employer’s name, acronym, and logo (collectively, the “Employer Property”), solely in connection with Employer’s participation in the program.. S2S will provide Employer all materials containing any Employer Property (including but not limited to all materials described as part of the sponsorship benefits, CRM provisions and promotions set forth in Sections VIII, IX and X of this Agreement) prior to publication. Once the materials are presented to Employer, Employer has five (5) business days to reject the materials otherwise S2S will operate under the premise that these materials are approved.
- Upon termination or expiration of this Agreement, all rights and privileges for use of the S2S Property shall expire, and the Employer shall discontinue the use of such Property.
In consideration for the access to the SAFE 2 SAVE PRO platform during the term of this Agreement, Employer agrees to pay the monthly package price each month via credit card, check or wire. S2S reserves the right to offer discounts for customers who agree to pay annually or even for multiple years.
Term and Termination
The term of this Agreement shall commence on the date this Agreement was accepted and shall be for 1 (one) year and will renew automatically as You seek or obtain Services from S2S.
- Termination. During the first year, this Agreement shall be terminable but only for cause and shall be in writing and include the provisions under “Curable Default.” After the first year, this Agreement may be terminated by either party upon 60 days advance written notice without cause.
- Curable Default. All warranties, express or implied, shall inure to the benefit of You and Your successors and assigns. Costs for any termination activities shall be determined as follows in this Curable Default section. S2S shall be in default upon occurrence of one or more of the following Default Events or Default Conditions set forth below and continuation thereof for 5 days following delivery to S2S of a notice from You to cure such event or condition; provided, that if such event or condition is susceptible of cure but cannot reasonably be cured within such 5-day period and S2S commences cure of the event or condition within such 5-day period and continues to diligently prosecute the cure, then S2S shall have a reasonable period of time, not exceeding 15 days, to complete the cure. Default Events and Default Conditions: (a) any breach of the terms and conditions of this Agreement; (b) failure to perform approved work under this Agreement, or significant delay or discontinuance of performance of approved work except as caused by force majeure events; and/or (c) lack of financial responsibility for loss or damage to You or Your property.
Relationship of Parties
The parties are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between You and either S2S or any employee or agent of S2S.
Indemnification and Insurance
You shall defend, indemnify and hold harmless S2S from and against all claims, liability, losses, damages and expenses (including attorneys’ fees and court costs) arising from or in connection with the use or application of S2S’s work by You or any direct or indirect purchaser or licensee of Yours. S2S shall indemnify, defend and hold harmless You, its directors and employees from and against any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorney’s fees) and liabilities of, by, or with, respect to, third parties (“any claims”), to the extent they arise, or are alleged to arise, from intentional or negligent acts or omissions of S2S, S2S’s subcontractors, S2S’s suppliers, and/or S2S’s employees, arising under this Agreement or in any way related to performance hereof. S2S shall provide You with indemnifications as may be reasonably required by You and in a form reasonably satisfactory to You, covering the entities with whom You contract. The obligations of the indemnifications extended by S2S to You shall survive the termination or expiration of this Agreement. In no event shall either Party be liable to the other for payment of any special, incidental, indirect or consequential damages, even if the other Party has been informed in advance of the possibility of such damages.
Each party shall use the Confidential Information (as defined below) of the other party only in furtherance of this Agreement and shall not transfer or otherwise disclose the Confidential Information of the other party to any third party. Each party shall (i) give access to such Confidential Information solely to those employees with a need to have access thereto, and (ii) take the same security precautions to protect against disclosure or unauthorized use of such Confidential Information that the party takes with its own confidential information but, in no event, shall a party apply less than a reasonable standard of care to prevent such disclosure or unauthorized use. For purposes of this Agreement, “Confidential Information” shall mean confidential or other proprietary information that is disclosed by Client or the Company under this Agreement including, without limitation, training material, software code and designs, product specifications and documentation, business and product plans, the Company’s sales process including, but not limited to, the Company’s passport process, the Company’s buyer database, and other confidential business information; provided, however, that Confidential Information shall not include information which: (i) is or becomes a matter of public knowledge through no fault of the receiving party; (ii) was in the receiving party’s possession or known by it prior to receipt from the disclosing party; (iii) was rightfully disclosed to the receiving party by a third party without a confidentiality restriction; or (iv) the receiving party can demonstrate was independently developed by it without access to, or assistance in any way of, any Confidential Information of the disclosing. The parties agree not to disclose the terms and conditions of this Agreement without the prior written consent of the other party.
Benefits for Employer
S2S agrees to provide the following benefits for Employer on SAFE 2 SAVE PRO.
- Built-in experience within the App featuring the following:
- Instant push messaging to employees to alert employees of company news or urgent updates
- Custom live dashboard to automatically reward and recognize leading safe drivers within the organization, dashboard may be accessed at any time
- Kick off training call with company-wide oversight team to setup rewards and setup introductions to team managers to implement training
- Ongoing support of SAFE 2 SAVE PRO.
- Force Majeure. S2S shall not be liable to You for any failure or delay caused by events beyond S2S’s control, including, without limitation, Your failure to furnish necessary information, sabotage, failure or delays in transportation or communication, failures or substitutions of equipment, labor disputes, accidents, shortages of labor, fuel, raw materials or equipment, or technical failures.
- Governing Law. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Texas as they apply to a contract entered into and performed in that State.
- Mediation and Arbitration. The parties agree that, except as provided below, if any disputes arise out of or relate to this Agreement or breach thereof, the parties will attempt to resolve the dispute through mediation. Either party may initiate mediation of the dispute in accordance with the American Arbitration Association Commercial Mediation Rules, or with a mediator mutually agreed upon by the parties. The mediation shall be held in the Houston, Texas metropolitan area or at any other location mutually agreed upon by the parties. The parties will pay their own expenses associated with the mediation, and the fees associated with the mediator will be shared equally. The mediation proceedings shall be strictly confidential, and shall be deemed to be for settlement purposes only. The mediation shall be held within sixty (60) days of the initiation of the mediation. The mediation prescribed by this provision shall be a condition precedent to the commencement of an arbitration proceeding. If no settlement of the dispute is reached through the mediation process or otherwise, the parties agree, except as provided below, that any controversy or claim arising out of or related to this agreement shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration rules and judgment on the arbitration award rendered may be entered in any court having jurisdiction. The arbitration proceeding shall take place in the Houston, Texas metropolitan area, or at any other location mutually agreed upon by the parties.
- Covenant Not to Hire. During the term of this Agreement, and for the period of two (2) years after the termination or expiration thereof, each of the Parties hereto agrees not to solicit or hire any full-time, part-time, salaried, hourly or temporary employee or independent contractors of the other Party without the express written consent of such Party.
- Notices. All notices required or permitted hereunder shall be in writing addressed to the respective parties as set forth herein, unless another address shall have been designated, and shall be delivered by hand or by registered or certified mail, postage prepaid.
- Entire Agreement. This Agreement and Program constitutes the entire agreement of the parties hereto and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by the party sought to be bound.