PLEASE READ THESE TERMS AND CONDITIONS OF USE (“TERMS”) CAREFULLY BEFORE USING THE SAFIO SOLUTIONS WEB APPLICATION (“APP”). BY CLICKNG AGREE UPON LOGIN, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE APP.

 

These Terms govern your use of the App from SAFIO Solutions, LLC, (“SAFIO”). These terms complement the Software Agreement that you entered into with SAFIO (“Software Agreement”) for use of SAFIO’s Software (defined below) and SAFIO’s Privacy Policy, both of which govern your use of the Software, including your access of the Software through the App.

You may only use the App if you are an “Authorized User”, meaning SAFIO has provided you with a sign-on identification and password. Being an Authorized User allows you to view and access the Content (defined below) and use the Software Services (defined below) through the App strictly in accordance with and subject to these Terms and the Privacy Policy and according to the terms of the Software Agreement. “Content” includes the entire content and materials accessible through the App, including, without limitation, materials, information, artwork, graphics, images, text, software, and data. “Software Services” refers to the particular set of SAFIO’s sales analysis and forecasting software (“Software”) that is designed to present product inventory and demand to which the Authorized User has been given access.

If you do not agree with the terms of these Terms or the Privacy Policy, you may not use the Services. If you breach any of these Terms or the Software Agreement, your authorization to use the Services automatically terminates and you must immediately destroy any downloaded or printed Content.

1. No Unlawful or Prohibited Use

• As a condition of your use of the App, you warrant to SAFIO that you will not use the App for any purpose that is unlawful in the jurisdiction in which you will use the App, or that is prohibited by these Terms, or by the Software Agreement. You may not use the Services in any manner which could damage, disable, overburden, or impair the App or interfere with any other party’s use or enjoyment of the App or Software Services. You may not obtain or attempt to obtain any Content through any means not intentionally made available or provided for through the App.
• SAFIO reserves the right to limit or terminate your access to the App at any time without notice for any reason whatsoever in addition to all other rights and remedies. 
• SAFIO reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in SAFIO’s sole discretion and in accordance with SAFIO’s Privacy Policy.
• You agree not to:
  1. copy or republish the Software Services or the App;
  2. make the Software Services or App available to any person other than Authorized Users; or
  3. use or access the Software Services to provide service bureau, time-sharing or other computer hosting services to third parties; or
  4. modify or create derivative works based upon the Software Services or the App, or any Content on the App; or
  5. remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software Services or the App; or
  6. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software Services or the App.

2. Content Rules and Restrictions

• SAFIO may, but is not obligated to, monitor or review any areas of the App where users transmit or post communications, including, without limitation, bulletin boards or other user forum, or any transaction exchange, nor is SAFIO obligated to monitor or review the content of any such user communications. SAFIO shall have no liability or obligation whatsoever related to the content of any such user communications, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. SAFIO retains the right to remove messages that include any material deemed abusive, defamatory, obscene or otherwise unacceptable. By agreeing to these Terms and using the App, you grant SAFIO a limited, non-exclusive and non-transferrable license to copy, store, store, configure, perform, display and transmit any Content you create as necessary for SAFIO to maintain the App in good working order and provide the Software Services. You also grant SAFIO a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Software Services and App and any all suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Software Services or the App.
• Except as expressly authorized by SAFIO you may not modify, reproduce, distribute, display, perform or otherwise use the Content for any public or commercial purpose, in any form or by any means, including, without limitation, electronic (including without limitation screen scraping), mechanical, photocopying, recording or otherwise. You may need to also obtain additional permissions from the creator of the Content, and you alone will be responsible for obtaining those permissions. For purposes of these Terms, any use of the Content on any other web site or networked computer environment for any purpose is prohibited. You are not permitted to decompile, reverse engineer, modify or prepare derivative works of the Content or any portion of the App. You acknowledge and agree that you are fully capable and authorized to enter into this binding agreement on behalf of yourself and any organization on whose behalf you may act.

3. Intellectual Property

• Copyright:
  Unless otherwise indicated, all Content on the App is copyright protected by United States law and international treaties and the copyright is held by SAFIO or the original creator of the Content. SAFIO also claims copyright in the look and feel attributes of the Services, as well as the selection, coordination, and arrangement of the Content.
• Trademarks and Service Marks:
  Unless otherwise indicated as belonging to a third party, all marks associated with products or services on the App are the sole and exclusive property of SAFIO. These marks may only be used with written consent from SAFIO.
• Other Intellectual Property Rights:
  The App and any Content accessed through it may be protected by other forms of intellectual property or proprietary rights, such as patent and trade secret law. SAFIO reserves all rights to protect its intellectual property and proprietary rights to the fullest extent of the law.

4. Use of Software and Databases

There are inherent dangers in the use of any software, databases or other Content available for download through the Internet, and SAFIO cautions you to make sure you completely understand the potential risks before you download any software databases or other Content (such as the risk of potential infection of your system by computer viruses). You may not download or install the Software, or utilize the App, unless you are a party to (or a user covered under) the applicable Software Agreement. You are solely responsible for adequate protection and backup of your software, data and equipment and, subject to the applicable Software Agreement, and you assume all risks associated with the App access or use.

WITHOUT LIMITING THE FOREGOING AND SUBJECT TO THE APPLICABLE SOFTWARE AGREEMENT, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION, AND ACCESS TO OR UTILIZATION OF SAFIO SERVICES, IS EXPRESSLY PROHIBITED.

5. Liability Disclaimer

You agree to use the App and the Software Services strictly at your own risk and that you are solely responsible for the content of your communications, whether uploaded, posted, emailed or otherwise transmitted.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE PROVIDED UNDER AN APPLICABLE SOFTWARE AGREEMENT, THE APP IS PROVIDED “AS IS” “WHERE IS” WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF ANY THIRD-PARTY RIGHTS. SAFIO FURTHER DOES NOT WARRANT THE QUALITY, VALIDITY, ACCURACY OR COMPLETENESS OF THE CONTENT APP ITSELF OR THAT APP WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS OR INACCURACIES WILL BE CORRECTED. THE CONTENT APP MAY BE OUT OF DATE, AND SAFIO MAKES NO COMMITMENT TO UPDATE THE CONTENT OR APP AT THIS SITE OR TO MAKE ANY NOTIFICATION OF CHANGES. TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

IN NO EVENT WILL SAFIO AND/OR ITS RESPECTIVE SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER WITH RESPECT TO THE APP (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF ANY USE OF THE APP WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT SAFIO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE APP, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APP. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

6. Cautionary Language Regarding Forward-Looking Statements
   The App may contain statements, estimates or projections that constitute “forward-looking statements” as defined under U.S. federal securities laws. Generally, the words “believe”, “expect”, “intend”, “estimate”, “anticipate”, “project”, “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from SAFIO’s historical experience and our present expectations or projections. These risks include, but are not limited to, our ability to rapidly develop and introduce new products; reliance on third party products; reliance on emerging technologies and markets; the timely availability and market acceptance of new products and upgrades; the impact of competitive products and pricing; and the discovery of undetected software errors. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements. Further restrictions and disclaimers are contained in the Software Agreement.
7. DMCA and Claims of Copyright Infringement
   The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that something you see on the App infringes upon your copyright, you (or your agent) may send SAFIO a notice requesting that we remove the material or block access to it. If you as user of the App believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send SAFIO a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices should be sent to

   SAFIO Solutions, LLC

Address: 200 S Executive Drive, Suite 101, Brookfield, WI 53045

Direct: +1.414-739-6976

We suggest that you consult your legal advisor before filing a notice or counter-notice. Please be aware that there are penalties for false claims under the DMCA.

8. Export Compliance

The App, Software Services and other Content may be subject to United States export control laws and regulations and may also be subject to the laws of the country where you reside. You agree not to transfer or otherwise export anything the App in violation of such laws, including, without limitation, to third parties who are residents or nationals of countries subject to United States embargo or to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Person’s List. You agree to comply with all relevant export laws and regulations, including those of the United States and any other applicable jurisdiction to assure that the App and any Content are not exported, directly or indirectly, in violation of any applicable law or regulation, including all U.S. export control laws and regulations.

9. Void Where Prohibited.

Although the App are accessible worldwide, not all services discussed or referenced in the App are available to all persons or in all geographic locations or jurisdictions. We reserve the right to limit the availability of the App and any portion of services in the App to any person, geographic area or jurisdiction we so desire, at any time and in our sole discretion.

10. Law and Jurisdiction

The App was created and is controlled by SAFIO in the State of Wisconsin, USA. Thus, to the maximum extent permitted by applicable law, these Terms are governed by the laws of the United States and the State of Wisconsin, without giving effect to any principles of conflicts of law. You hereby expressly consent, and waive any jurisdictional, venue or inconvenient forum objections, to the exclusive jurisdiction and venue of the State and Federal courts in Dane County, Wisconsin, U.S.A. in all disputes arising out of or relating to the use of the Services or the Software. You also agree to comply with all laws from the country in which you reside that are applicable to the transmission of data on the Internet, including, but, not limited to laws governing the use of encryption and laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information.

11. Severability

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions and the remainder of the Terms shall continue in effect.

12. General

You agree that no joint venture, partnership, employment, or agency relationship exists between you and SAFIO as a result of your use of the App. SAFIO’s performance under these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of SAFIO’s right to comply with governmental, court or law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by SAFIO with respect to such use. Unless otherwise specified herein, these Terms constitute the entire agreement between the user and SAFIO with respect to the Services and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and SAFIO with respect to the Services. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

13. TERMINATION OF USE

Upon the termination of the Software Agreement with SAFIO for any reason, or suspension of your rights under the Software Agreement for any reason, you agree you will immediately cease using the App. SAFIO has no obligation to retain your user information, and may in its sole discretion delete or destroy any Content which is on the App or the Software Services, unless required to do otherwise by applicable law, upon termination of the Software Agreement.

Copyright © 2020 SAFIO Solutions, LLC. All rights reserved.