LabelSDS.com Access Agreement
CUSTOMER and Eco-Logic Pest Control Systems, Inc., a Florida Corporation, doing business as LabelSDS.com (“Contractor”), of 11368 Shady Brook Lane, Jacksonville, FL 32223 in consideration of the promises made in this Agreement and intending to be legally bound, agree as follows:
1. Database Services. Contractor agrees to utilize its best efforts to maintain the database of Chemical Labels & Safety Data Sheets searchable for Customer’s use on various platforms. Contractor shall take any corrective action, make any necessary replacement, or provide other services promptly after Customer identifies a claimed programming error and notifies Contractor of that error. Contractor and Customer agree that Customer will have access 24 hours a day, less any maintenance periods, which may be scheduled at any time, and commencing on the date of this agreement Customer will pay Contractor a monthly fee for 1 year and then month to month until this agreement is terminated. Either party may terminate this agreement by giving written notice within 30 days prior to the end of any monthly term. Upon termination, Customer agrees to surrender all passwords and cease using the system.
2. Proprietary Rights. Customer acknowledges and agrees that Database, any associated Software and associated documentation remain the property of Contractor and constitute a trade secret of Contractor. The trademarks, logos and service marks (“Marks”) displayed on the Site are the property of Contractor or other third parties. You are not permitted to use these Marks without the prior written consent of Contractor or such third parties which may own the Marks. The copyright and all other intellectual property in all material contained on the Site is owned by Contractor or other third parties. Customer may print and download files for Customer’s use. Except as stated herein, none of the material may be copied, reproduced, reverse engineered, distributed, republished, stored in a database, posted, displayed or transmitted in any form or by any means including but not limited to electronic, mechanical, photocopying, recording or otherwise without Contractor’s prior written permission. Permission is granted to display the materials on the Site for facilitating proper product use only by Customer for Customer’s own use. Customer may print, copy or download a selected record for its internal reference. You may not use your access to the Site on a service bureau basis. Customer may not copy, download, link, archive, frame, modify, update, populate, distribute, sublicense or create derivative works of the materials on the Site without Contractor’s express prior written permission.
3. Terms of Agreement. This Agreement shall be operative for a one year period and then continuing month to month until terminated.
4. Warranty Provisions – Disclaimers. Contractor and/or its respective suppliers make no representation or warranty about the suitability of the information contained in this site for any purpose. All such information is provided “AS IS” without warranty of any kind. The documents and related graphics published on this site could include technical inaccuracies or typographical errors. Changes, Additions and Deletions are periodically made to the information herein. Contractor and its suppliers may make improvements and/or changes in the Documents or information maintained on the site without notice to Customer. Information available on this site is based on information made available by the Manufacturers, including manufacturers of pest control products and is not independently verified. Further, information available on the site is not a substitute for Customer’s own professional judgment regarding the use of pest control products or legal requirements.
5. LIMITATION OF LIABILITY (a) EXCEPT AND TO THE EXTENT EXPRESSLY PROVIDED IN THIS PARAGRAPH AND IN LIEU OF ALL OTHER WARRANTIES, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO : 1) MERCHANTABILITY; 2) FITNESS FOR PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON-INFRINGEMENT; 7) TITLE; 8) MARKETABILITY; 9) PROFITABILITY; 10) SUITABILITY; AND/OR 11) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, (b) IN NO EVENT SHALL CONTRACTOR BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, EVEN IF THE CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF. CONTRACTOR'S LIABILITY TO PURCHASER HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED $100 OR THE TOTAL OF THE AMOUNTS PAID TO CONTRACTOR HEREUNDER BY THE CUSTOMER, WHICHEVER IS LESS, (c) IN NO EVENT SHALL CONTRACTOR BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OR DELAY OF THE CONTRACTOR IN THE PROVISION OF DATABASE INFORMATION OR THE PROVISION OF OTHER SERVICES UNDER THIS AGREEMENT.
6. Fees and Charges. The fee for the services provided under this Agreement is set out on the plan page of the Website and shall be according to the plan the Customer selects at the commencement of this Agreement. Customer authorizes Contractor to charge these fees monthly on the credit card on file and Customer agrees to maintain a valid credit card which can be charged for the monthly fees. Any unpaid invoices shall accrue interest at one and one-half percent per month. Customer agrees to an automatic charging of any fees due to Contractor on the credit card on file.
7. Costs Related to Customer-Modified Software. If Contractor corrects defects or problems attributable to errors made by Customer or corrections or modifications made by Customer, Customer agrees to pay Contractor the Contractor’s then current standard rates for time and material.
8. Taxes. Customer shall be responsible for all sales or use taxes or any other taxes, fees, or duties imposed by federal, state, local, or other governments or governmental entities on or with respect to the services rendered or property provided by Contractor pursuant to this Agreement.
9. Termination. This Agreement may be terminated as follows: (a) this Agreement may be terminated by either party at the end of its initial term upon 30 days prior written notice to the other party, (b) this Agreement shall be terminated upon the Customer’s default of any provision, or (c) This Agreement may be terminated at any time by Contractor in the event of Customer’s failure to pay the plan fees or any other charges provided for under this Agreement within 15 days after notice that the plan fee or other charges are delinquent. In the event of termination, all fees or charges payable under this Agreement shall become due and payable immediately and without notice or demand by Contractor, and all obligations of Contractor under this Agreement shall end immediately upon termination.
10. Delays. Acts of God. Contractor shall not be liable for any delay in performance directly or indirectly resulting from acts of Customer, its agents, employees, or subcontractors or causes beyond the control of Contractor. “Causes beyond the control of Contractor” include, but are not limited to: acts of God; acts of a public enemy; acts of the United States or the District of Columbia, any State or Territory of the United States, or any of their political subdivisions; fire; flood; epidemics; quarantine restrictions; strikes, civil commotions, or revolution; freight embargoes; unusually severe weather conditions; or default of Contractor’s subcontractors or suppliers.
11. Entire Agreement. This Agreement constitutes the entire agreement of the parties, and the terms and conditions stated in this Agreement supersede all prior agreements between the parties relating to the subject matter of this Agreement.
12. Amendment. This Agreement may be amended by the Contractor’s posting of different terms on the website and the Customer’s continuing to utilize the software, or upon a writing signed by both parties.
13. Persons Bound. This Agreement shall be binding on and inure to the benefit of Contractor and Customer and their respective successors and (to the extent specified in any assignment) assigns.
14. Notices. Any notices or reports required by this Agreement to be given by one party to the other party shall be made in writing to that party at the address shown at the beginning of this Agreement or at any other address that may be designated in writing from time to time by that party.
15. Governing Law, Arbitration, Exclusive Venue, Attorneys’ Fees. This Agreement shall be construed and enforced pursuant to the law of the State of Florida. Any dispute regarding this agreement shall be arbitrated in Florida under the rules of the American Arbitration Association and the laws of the State of Florida. With respect to any dispute arising out of or related to the Site or this Agreement, each party subjects itself to the exclusive jurisdiction of the Courts of the State of Florida and likewise agrees that the exclusive venue shall be the State or Federal courts in Duval County, Florida. In any arbitration or legal action arising out of this Agreement or the Site, each party shall bear their own attorneys’ fees and costs, except that Customer, agrees to pay Contractor’s attorneys’ fees and costs to (a) collect any amounts owed to Contractor under this agreement or (b) enforce the intellectual property provisions of this agreement including paragraph 2.
WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY RELATED DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO, OR TO ANY RELATED DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.