Please read these Terms of Service ("Terms") carefully as they contain the legal terms and conditions that you
agree to when you use the file storage services provided to you by SpanSafe through www.SpanSafe.com.
1. ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF SERVICE
The SpanSafeData Storage, Access and Software Solution (“Service”), owned and operated by SpanSafe, Inc., (“SpanSafe, Inc.”), is
provided to Client and all subsequent users Client authorizes to access Client’s account under the terms and conditions of this Data
Storage, Access and SpanSafe Software License Agreement (“Agreement”). The Agreement comprises the entire agreement between
Client and SpanSafe, Inc. and supersedes all prior agreements between the parties regarding the subject matter contained herein.By
signing this Agreement, Client agrees to be bound by all of the terms and conditions.
2. DESCRIPTION OF SERVICE
SpanSafe, Inc. is providing Client with an organized digital file and document preservation solution. The Service is accessible via the
World Wide Web and is maintained on equipment belonging to Spansafe, Inc. Spansafe, Inc. will make every effort to keep data
stored through the Service secure. In consideration for this Service, Client agrees to provide certain current, complete and accurate
information about Client requested by SpanSafe, Inc. (“Registration Data”). The Client is required to maintain and update
Registration Data to keep it current, complete and accurate.
All Amendments and modifications to this Agreement must be in writing.
4. MODIFICATIONS TO SERVICE
SpanSafe, Inc. reserves the right to modify or discontinue the Service. SpanSafe, Inc. shall notify Client via email at least 30 days prior
to discontinuance except in case of extreme emergency, when the greatest possible notice will be given. Spansafe, Inc. shall not be
liable to Client or any third party should SpanSafe, Inc. exercise it’s right to modify or discontinue the Service.
With the exception of Client’s name and address, all information deemed as confidential Client has shared with Service is considered
confidential and will not be released by SpanSafe, Inc. to anyone other than Client or a person who, in the reasonable judgment of
SpanSafe, Inc. , is acting as Client’s agent. SpanSafe, Inc. will not monitor, edit, or disclose the contents of Client’s private data unless
required to do so by law or in the good faith belief that such action is necessary to: (1) conform to the edicts of the law or comply
with legal processes served on SpanSafe, Inc.; (2) protect and defend the rights or property of SpanSafe, Inc.; or (3) act underexigent
circumstances to protect the personal safety of its clients or the public. Client acknowledges and agrees that SpanSafe, Inc. neither
endorses the contents of any Client communications nor assumes responsibility for any threatening, libelous, obscene, harassing or
offensive material contained therein, any infringement of third party intellectual property rights arising there from or any crime
facilitated thereby. Client acknowledges and agrees that certain technical processing of content may be required to: (1) sendand
receive messages; (2) conform to connecting networks' technical requirements; (3) conform to the limitations of the Service; or (4)
conform to other similar requirements.
6. CLIENT ACCOUNT, PASSWORD, AND SECURITY
Client shall receive an administrative password and a specified number of individual user accounts. Client is entirely responsible if
Client does not maintain the confidentiality of all passwords associated with its account. Furthermore, Client is entirely responsible
for any and all activities which occur under Client’s account. Client may change administrative password at any time by following
instructions. Client agrees to immediately notify SpanSafe, Inc. of any unauthorized use of Client’s account or any other breachof
security known to Client.
7. DISCLAIMER OF WARRANTIES
SpanSafe, Inc. expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied
warranties of merchantability, fitness for a particular purpose and non-infringement. SpanSafe, Inc. makes no warranty that the
service will meet Client’s requirements, or that the service will be uninterrupted, timely, secure, or error free. Nor does SpanSafe,
Inc. make any warranty as to the results that may be obtained from the use of the service or as to the accuracyor reliability of any
information obtained through the service or that defects in the software will be corrected. Client understands and agrees that any
material and/or data downloaded by the Client or otherwise obtained through the use of the Service is is done at Client’s own
discretion and risk that Client will be solely responsible for any damage to Client’s computers/system or loss of data that results
from the download of such material and/or data. SpanSafe, Inc. makes no warranty regarding any goods or services purchased or
obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or
written, obtained by Client from SpanSafe, Inc. or through the service shall create any warranty not expressly made herein.
8. LIMITATION OF LIABILITY
SpanSafe, Inc. shall not be liable for any direct, indirect, incidental, special or consequential damages, resulting from theuse or
inability to use the Service or for cost of procurement of substitute goods and services or resulting from any goods or services
purchased or obtained or messages received or transactions entered into through the Service or resulting from unauthorized access
to the alteration of Client’s transmissions or data, including but not limited to, damages for loss of profits, use, data or other
intangible, even if SpanSafe, Inc. has been advised of the possibility of such damages. In no event shall Spansafe, Inc.
be liable for any amounts over and above the amounts paid by Client to Spansafe, Inc. under this Agreement.
9. NO RESALE OR COMMERCIAL USE OF THE SERVICE
Client's right to use the Service is private to Client. Client agrees not to resell or make any
Commercial use of the Service, without the express prior written consent of SpanSafe, Inc..
10. DATA STORAGE AND OTHER LIMITATIONS
SpanSafe, Inc. assumes no responsibility for the deletion or failure to store data. SpanSafe, Inc. retains
the right, at SpanSafe, Inc.'s sole discretion, to determine whether or not Client's conduct is consistent
with the letter and spirit of the Agreement and may terminate Service if a Client's conduct is found to
be inconsistent with the Agreement.
11. CLIENT CONDUCT
Client is solely responsible for the content of Client’s transmissions through the Service. Client's use of the Service is subject to all
applicable local, state, national and international laws and regulations. Client agrees: (1) to comply with US law regarding the
transmission of technical data exported from the United States through the Service; (2) not to use the Service for illegal purposes; (3)
not to interfere or disrupt networks connected to the Service; and (4) to comply with all regulations, policies and procedures of
networks connected to the Service. The Service makes use of the Internet to send and receive certain messages; therefore, Client's
conduct is subject to Internet regulations, policies and procedures. User agrees not to transmit through the Service any unlawful,
harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. User
further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civilliability
or otherwise violate any applicable local, state, national or international law or regulation. Attempts to gain unauthorized access to
other computer systems are prohibited. Client shall not interfere with another Client's use of the Service or another entity's use of
similar services. SpanSafe, Inc. may, at its sole discretion, immediately terminate Service should Client's conduct fail to conform with
these terms and conditions of the Agreement.
Client agrees to indemnify and hold SpanSafe, Inc., its parents, subsidiaries, affiliates, officers and employees, harmless fromany
claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Client's use of the Service, the
violation of this Agreement by Client, or the infringement by Client, or other user of the Service using Client's computer, of any
intellectual property or other right of any person or entity.
13. INDEPENDENT CONTRACTOR
The parties intend SpanSafe, Inc. to be an independent contractor in the performance of these services. SpanSafe, Inc. has the right to
control and determine the method and means of performing the above services.
14. OTHER CLIENTS
SpanSafe, Inc. retains the right to perform services for other clients.
15. INTELLECTUAL PROPERTY
It is agreed that SpanSafe, Inc. maintains the right to reuse and resell all items developed during projects requiring custom
modifications. This includes, but is not limited to, all modifications made to SpanSafe, Inc.’s proprietary software.
At it’s own discretion, SpanSafe, Inc. may employ such assistants as it deems appropriate to carry out this agreement.
Clients failing to pay invoices by the due date will be charged interest at a rate of 1.5% per month compounded (19.65% annual).
SpanSafe, Inc. reserves the right to suspend all services on accounts past 30 days. A $35 NSF charge will apply to all declined
18. TERM OF AGREEMENT
At the end of the term bound to this Agreement, the Agreement will automatically renew for an equal term. Notification of intentnot
to renew the Agreement must be given in writing with 30 days prior to the expiration of the term.
All notices to a party shall be in writing and shall be made either via email or conventional mail. SpanSafe, Inc. may broadcastnotices
or messages through the Service to inform Client of changes to the Agreement, the Service, or other matters of importance; such
broadcasts shall constitute notice to Client.
The Agreement shall be governed by and construed in accordance with the laws of the state of Ohio, excluding its conflict of law
provisions. Client and SpanSafe, Inc. agree to submit to the exclusive jurisdiction of the courts of the sate of Ohio. If anyprovision(s)
of the Agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as
nearly as possible, to reflect the intentions of the parties with the other provisions remaining
in full force and effect. SpanSafe, Inc.'s failure to exercise or enforce any right or provision of
the Agreement shall not constitute a waiver of such right or provision unless acknowledged
and agreed to by SpanSafe, Inc. in writing. Client and SpanSafe, Inc. agree that any cause of
action arising out of or related to this Service must commence within one (1) year after the
cause of action arose; otherwise, such cause of action is permanently barred. The section
titles in the Agreement are solely used for the convenience of the parties and have no legal
or contractual significance.