Smart Inspect Terms and Conditions

Last updated: 5/25/2021

Appendix A: Acceptable Use Policy

Core Management Services LLC d.b.a. Smart Inspect (the Owner) provides a web-based software and service solution Smart Inspect™, available via applicable website(s) and mobile apps, that enables users to create and manage checklists (the “Software”). These terms and conditions (the “Terms”) shall govern the use of the Software. By agreeing to these terms and conditions or by accessing or using the Software, Customer affirms that they understand, accept and agree to abide by the terms and conditions set forth herein.

  1. Definitions. For purposes of the Terms, capitalized terms will have the meaning specified in their contextual paragraph, or where not otherwise defined in the Terms, will have the meanings specified below.
    1. “Authorized User” or “User” means any person that is authorized to use the Software by payment of all applicable fees.

    2. “Confidential Information” means any proprietary information of the Owner, including, without limitation, the Software, the Documentation, formulas, data, reports, records, calculations, methods, techniques, systems, processes, works of authorship, Intellectual Property, and any memoranda, notes, analyses, compilations, studies or other documents prepared by any person based on, containing or otherwise reflecting any of the foregoing.

    3. “Intellectual Property” means any and all concepts, ideas, inventions, know-how, show-how, designs, formulae, processes, techniques, trade secrets, artwork, software (including programs, program listings and programming tools), source code, algorithms, scores, models, derivatives, proprietary databases, web sites (including graphic designs, site map and architecture, and calculation, projection and modeling routines), improvements, manuals, documentation, reports, drawings and other intellectual property.

    4. “Intellectual Property Rights” means any and all intellectual property rights including, but not limited to, patent rights (including patent applications and invention disclosures), copyrights, rights in database, moral rights, trade-marks, service marks, trade secrets, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded.

  2. Proprietary Rights.
    1. As between Authorized User and Owner, Owner owns and shall retain, solely and exclusively, all rights, title and interest in and to (i) the Software; (ii) all user instructions, release notes, help files, manuals, specifications, website screen pages, compliance documents and other materials and forms provided with the Software (the “Documentation”); (iii) all the content (including, for example, illustrations, graphics, other visuals, video, copy, text, titles, etc.), code, data and materials that are part of the Software; (iv) the look and feel, design and organization of the Software and the compilation of the content, code, data and materials that make up the Software; (v) any and all Intellectual Property developed by Owner in connection with the Software, the Documentation or any of the foregoing, including, without limitation, the Software source code and any artwork or graphics related to Owner’s trademarks, trade names or logos (collectively, the “Owner Intellectual Property”); and (vi) all Intellectual Property Rights in, to and/or embodied in or associated with the Owner Intellectual Property and all copies and/or derivative works thereof. Nothing in the Terms is intended to transfer or assign any such Owner Intellectual Property from Owner to Authorized User, to any Client, or to any other third party. All copyrighted materials shall bear the copyright mark of Owner or its licensor. Any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Authorized User, any Client, or any other party relating to the Software shall belong solely to Owner.

    2. The Software may include third party software. Any software, data, information or other Intellectual Property licensed by Owner from any third parties (“Third Party Intellectual Property”) is owned as specified by the original data source. The licensors of such Third Party Intellectual Property retain all of their respective rights including, but not limited to, any and all Intellectual Property Rights and nothing in the Terms is intended to transfer or assign any such Third Party Intellectual Property to Authorized User, to any Client, or to any other third party.

    3. All data and information input into Software by Authorized User or its Client(s) and any other content, data, materials or other items provided or made available by Authorized User or its Client(s) in connection with the use of the Software (the “Authorized User/Client Content”) is and will remain the property of Authorized User or its Client(s), as applicable, and Authorized User or its Client(s), as applicable, shall retain all rights, title and interest in and to all Authorized User/Client Content. Authorized User and its Client(s) shall be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all such Authorized User/Client Content. Owner expressly disavows any ownership interest in any Authorized User/Client Content.

  3. License. During the Term of this Addendum, Owner grants to Authorized User and any applicable Client(s) a limited, non-exclusive, non-transferable right and license to use the Software and to use the Documentation in connection with the use of the Software, solely for Authorized User and its applicable Clients’ internal business purposes, subject to the terms and conditions of the Terms. Authorized User shall not, and shall not permit its Clients to, use or otherwise exploit the Software or the Documentation for any other purpose. This license is contingent upon payment of any applicable fees and compliance by Authorized User and its applicable Clients with any other terms and conditions applicable to users of the Software as set forth herein and in any applicable Documentation. All rights not expressly granted to Authorized User and applicable Client(s) herein are expressly reserved by Owner.

  4. Restrictions.
    1. Authorized User shall not, and shall not permit any of its Clients to: (i) license, sublicense, sell, resell, transfer, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, or otherwise exploit the Software or any other Owner Intellectual Property, in whole or in part; (ii) modify, adapt, translate or otherwise make any changes to the Software, any other Owner Intellectual Property, or any part thereof; (iii) create derivative works from the Software or any other Owner Intellectual Property; (iv) create Internet "links" to the Software or "frame" or "mirror" the Software on any other server or wireless or Internet-based device; (v) remove, alter or obscure any intellectual property, proprietary, attribution, or other legal notices; (vi) attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Software or any other Owner Intellectual Property, or any content thereof, or make any unauthorized use thereof; (vii) allow access, provide, divulge or make available the Software or any other Owner Intellectual Property to any person other than an Authorized User; or (viii) otherwise use the Software or any other Owner Intellectual Property except as expressly permitted herein.

    2. Authorized User shall not, and shall not permit any of its Clients to, use the Software to: (i) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material violative of third party privacy rights; (ii) send or store material containing software viruses, worms, Trojan horses, back doors, disabling devices or other harmful computer code, files, scripts, agents, or programs; (iii) interfere with or disrupt the integrity or performance of the Software or the data contained therein; or (iv) attempt to gain unauthorized access to the Software or its related systems or networks.

    3. Neither Authorized User nor any Client has any right to access, receive or examine any source code relating to the Software.

  5. Acceptable Use Policy. At all times, the Software may only be used in accordance with Owner’s Acceptable Use Policy (described in Appendix A), and which may change from time to time. Any change to the Acceptable Use Policy will become effective immediately upon the updates being posted to the aforementioned website. By continuing to use the Software, Authorized User, its Client(s) and all Authorized Users shall be deemed to have accepted and agreed to any and all such updates to the Acceptable Use Policy and any and all new restrictions on use of the Software and the Documentation that may be included therein.

  6. Service Level Responsibilities. Excluding scheduled maintenance and planned downtime, the Software will be available 99% of the time during any given month.

  7. Confidentiality.
    1. Authorized User agrees that it shall, and it shall require all applicable Client(s) to: (i) not use any of the Confidential Information except for the purposes of using the Software and Documentation consistent with the terms of the Terms; (ii) not provide access to or disclose any Confidential Information to any third-party; and (iii) hold all Confidential Information in strict confidence and take actions to protect the Confidential Information in accordance with appropriate standards of care, which shall be no less than the care it uses to protect its own information of like importance and in no event less than reasonable care.

    2. All of the foregoing obligations and restrictions will terminate with respect to any portions of the Confidential Information that Authorized User can demonstrate (i) was known by Authorized User or its applicable Client(s) prior to disclosure by the Owner; (ii) was or subsequently becomes generally available in the public domain through no fault of Authorized User or any of its Client(s), Affiliates, employees, or representatives; or (iii) is required to be communicated in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of Authorized User under the Terms, however, if reasonably possible, Authorized User shall give the Owner written notice of such requirement prior to any disclosure so that the Owner may seek a protective order or other similar remedy.

    3. All Confidential Information, whether created by the Owner, Authorized User or any Client(s), remains the property of the Owner and, except as expressly set forth herein, no license or other rights to the Confidential Information is granted or implied hereby.

    4. If this Agreement is terminated, then Authorized User and its Clients will, upon the Owner’s request, promptly deliver to the Owner all Confidential Information, together with any copies thereof, in the possession or under the control of Authorized User or its Clients, or, if such copies cannot be returned, Authorized User agrees to destroy, and to cause its Clients to destroy, such Confidential Information and copies thereof.

    5. Authorized User and its Clients shall use commercially reasonable efforts expected of a professional firm of similar services to maintain and update administrative, physical and technical safeguards to protect data and systems information for the secure use, transmission, access, storage and disposal of information.

    6. Authorized User hereby consents to the disclosure of Authorized User identity, the identity of applicable Client(s) and such other terms of the Agreement or the Terms, as necessary, to any third party licensors of Third Party Intellectual Property for the purpose of enabling the Owner to comply with the terms and conditions of such third party licenses. Any such information will be provided pursuant to an obligation of confidentiality and nondisclosure at least as stringent as that imposed by the Agreement.

    7. Authorized User expressly acknowledges that any disclosure of Confidential Information would cause irreparable harm and, in the event of any actual or threatened violation of the provisions of this Section, the Owner is entitled, without limiting any of the Owner’s other remedies at law or equity, to obtain injunctive relief from any court of competent jurisdiction.

  8. Responsibilities for Access and Use. Authorized User is responsible for (a) all use and access of the Software by Authorized User, its Clients and any employees, agents, contractors or other parties that gain access to the Software pursuant to the Agreement, the Terms, or any Service Addendum; (b) all acts and omissions of Authorized User, its Clients, and any employees, agents, representatives and subcontractors thereof with regard to or in connection with the Terms; and (c) causing and ensuring the compliance of all Clients with the terms and conditions of the Terms. Authorized User and its Clients shall abide by all applicable federal and state laws, rules, and regulations in connection with use of the Software, including those related to data privacy, international communications, and the transmission of technical or personal data. Authorized User shall include the terms of the Terms in in its agreements with any Client(s) utilizing the Software (by reference or otherwise) and require each such Client to comply with the terms and conditions of the Terms. Authorized User shall, and shall require its Client(s) to, take any and all necessary and appropriate security precautions with respect to access to and use of the Software and any Authorized User/Client Content.

  9. User Information. Authorized User acknowledges, on behalf of itself and its Clients, that the Owner may collect and utilize Software usage data to better serve its customers, facilitate trouble shooting and improve the Owner’s service offerings. Such information will not be disclosed in a form that specifically identifies Authorized User, its Clients or any other person.

  10. Disclaimer of Warranties. THE SOFTWARE, DOCUMENTATION AND ANY OTHER MATERIALS OR SERVICES BEING PROVIDED BY THE OWNER PURSUANT TO THE TERMS ARE BEING LICENSED AND PROVIDED TO AUTHORIZED USER AND ITS CLIENTS “AS IS”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. AUTHORIZED USER ACKNOWLEDGES, ON BEHALF OF ITSELF AND ITS CLIENTS, THAT NO EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF THE OWNER HAS AUTHORITY TO BIND THE OWNER TO ANY REPRESENTATIONS OR WARRANTY CONCERNING THE SOFTWARE OR ANY OTHER PRODUCT OR SERVICE PROVIDED PURSUANT TO THE TERMS AND NO ORAL OR WRITTEN INFORMATION OTHER STATEMENT MADE BY THE OWNER OR ANY EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF THE OWNER IS EFFECTIVE TO CREATE ANY WARRANTY OR OTHER LIABILITY OR OBLIGATION CONTRARY TO THIS DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OWNER DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE OWNER DOES NOT REPRESENT OR WARRANT THAT (A) THE SOFTWARE OR ANY OTHER MATERIALS PROVIDED BY THE OWNER WILL BE ERROR-FREE, PERFORM IN AN UNINTERRUPTED MANNER, OR THAT THE OWNER WILL CORRECT ALL ERRORS; OR (B) THE SOFTWARE WILL BE FREE FROM LOSS, DAMAGE, ATTACK, VIRUSES, CORRUPTION, HACKING, OR OTHER SECURITY INTRUSION, AND THE OWNER DISCLAIMS ANY LIABILITY RELATING TO SUCH BREACHES.

  11. Limitation of Liability. IN NO EVENT SHALL THE OWNER OR ANY AFFILIATE OF THE OWNER BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OF THE SOFTWARE. IN NO EVENT WILL THE OWNER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE OR DATA, DAMAGE TO SYSTEMS OR EQUIPMENT, BUSINESS INTERRUPTION OR COST OF COVER) IN CONNECTION WITH OR ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE AND ANY OTHER MATERIALS PROVIDED BY THE OWNER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, EVEN IF THE OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE OWNER’S MAXIMUM AGGREGATE LIABILITY FOR ANY DAMAGES AND COSTS ASSOCIATED WITH THE SOFTWARE SHALL NOT, IN ANY EVENT, EXCEED THE FEES PAID BY AUTHORIZED USER TO THE OWNER FOR THE SOFTWARE DURING THE PRECEDING TWELVE (12) MONTHS.

  12. Indemnification.
    1. Indemnification by Owner. The Owner shall indemnify, defend or settle any action, suit or proceeding brought against Authorized User or any of its Client(s) alleging that the Software infringes any U.S. patent or copyright and shall pay any final judgments awarded or settlements entered into and agreed to by the Owner, provided that Authorized User gives prompt written notice to the Owner of any such action, suit or proceeding and gives the Owner the authority to proceed as contemplated herein. The Owner shall have the exclusive right to defend any such action, suit or proceeding and make settlements thereof at its own discretion, and neither Authorized User nor its Client(s) may settle or compromise such action, suit or proceeding, except with the prior written consent of the Owner. Authorized User shall give such assistance, cooperation and information as the Owner may reasonably require to defend, settle or oppose any such action, suit or proceeding.

      1. Remedy. In the event any such infringement action, suit or proceeding is brought or threatened, the Owner may, at its sole option and expense: (A) procure for Authorized User and its Client(s) the right to continue use of the Software; (B) modify, amend or replace the Software with other software or material having substantially similar functionality and performance; or (C) if neither of the foregoing is commercially practicable as determined by the Owner in its sole discretion, the Owner shall have the right to terminate the license granted herein and refund any prepaid license fees for the Software.

      2. Exclusions. The foregoing obligations shall not apply to the extent the action, suit or proceeding for infringement and/or misappropriation arises or results from (A) modifications to the Software made by any party other than the Owner or the Owner’s authorized representative; (B) use of the Software beyond the scope of or not in compliance with the terms of the Documentation or the Terms; (C) breach of the terms and conditions of the Terms by Authorized User or its Client, (D) combination of the Software or components thereof with other products (hardware or software), processes or materials to the extent the alleged infringement relates to such combination, or (E) where Authorized User or its Client(s) continue the allegedly infringing activity after being notified thereof and having been provided modifications, replacements or other remedies that would have avoided the alleged infringement.

      3. Limitation. This Section 11.a states the entire liability of the Owner with respect to infringement of any Intellectual Property Right.

    2. Indemnity by Authorized User and Clients. Authorized User and its Clients shall indemnify and hold harmless the Owner and its members, managers, officers, employees, Affiliates and contractors from and against (i) breach of this Addendum by Authorized User or its Client(s); or (ii) any claim, action, suit or proceeding for infringement and/or misappropriation that arises or results from any of the exclusions set forth in Section 11.a.ii above.

  13. Term. The term of this Agreement shall commence on the date that the Authorized User subscribed to the Software and continue for the subscription term specified therein (the “Term”). Term shall automatically renew for additional periods equal to the expiring Term unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Term (“Renewal Term”). The per-unit pricing during any such Renewal Term shall be the same as that during the prior Term unless Owner has given Authorized User written notice of a pricing increase at least thirty (30) days before the end of such prior Term, in which case the pricing increase shall be effective upon Renewal Term and thereafter.

  14. Termination. Authorized User shall have the right, without any obligation to assign any reason, at Authorized User’s sole option, to terminate this Agreement for convenience by giving thirty (30) days prior written notice to Owner, provided however, that Authorized User shall remain liable for all fees for the remainder of the then current Term and Authorized User shall not be entitled to any refund or credit for any unused Term. The Owner shall have the right, without any obligation to assign any reason, at Owner’s sole option, to terminate this Agreement for convenience by giving sixty (60) days prior written notice to Authorized User, provided however, that Authorized User shall remain liable for all fees for the remainder of the then current Term and Authorized User shall not be entitled to any refund or credit for any unused Term. Authorized User expressly agrees that Owner may suspend access to the Software for Authorized User and/or any of its Client(s) without liability if: (a) Owner reasonably believes that Authorized User or any of its Clients, as applicable, are using the Software in violation of the Terms; (b) Authorized User or any of its Clients, as applicable, does not cooperate with any reasonable investigation of a suspected violation of the Terms; (c) there is an event for which Owner believes that the suspension of Software access is necessary to protect Owner or its customers; or (d) if required by law. Owner will provide advance notice of a suspension under this Section of at least 24 hours. All provisions of the Terms that reasonably should survive termination will do so. Termination is not Owner’s exclusive remedy; all other remedies will be available to Owner whether or not the Terms or Agreement (and the license granted hereby) is terminated.

  15. Government Contracts. With respect to any Client(s) that are a unit or agency of the U.S. Government (the “Government”) or that are acquiring the Software for use by the Government, the Software shall be classified as “commercial computer software” as that term is defined in the applicable provisions of the Federal Acquisition Regulation (“FAR”) and supplements thereto, Including the Department of Defense (“DOD”) FAR Supplement (“DFARS”). Use, duplication or disclosure by the Government is subject to restrictions in the Terms and as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19, as applicable.

Appendix A: Acceptable Use Policy

This Policy is a guide to the acceptable use of the Smart Inspect application and technology, which interacts with, or accesses, the Internet (Services). This Policy is in addition to any other terms and conditions under which Smart Inspect, through its parent company Core Management Services LLC, provides the Services to the user.

Smart Inspect may make reasonable modifications to this Policy from time to time by posting a new version of this document on the Smart Inspect website at the current URL. Revisions are effective immediately upon posting.

Questions about this Policy and reports of violations of this Policy should be directed to help@mysmartinspect.com

Any individual or user connected to Smart Inspect must comply with this Policy. The following guidelines will be applied to determine whether or not a particular use of the Services is appropriate:

The intent of this Policy is to identify certain types of uses that are not appropriate, but this Policy does not necessarily enumerate all possible inappropriate uses. Using the guidelines given above, we may at any time determine that a particular use is not appropriate.

For every user account created in Smart Inspect, the company provides the user’s first name, last name, and email address. No other personal information is collected or used by Smart Inspect. Names are used to identify users within the system (e.g., inspectors, work orders, etc.). Email addresses are used as unique logins for each user as well as for sending email notifications.

Users of the Smart Inspect system can log in via mobile applications or on the web page using an email and password. The password is chosen by the user upon sign up by sending an email to the user. Forgotten passwords can be reset on the forgot password page, using the link sent in an email. Administrators can set a temporary password that is valid for 24 hours and then expires – the user must reset their own password to regain access to the system. Passwords stored in the database are not plain text and are only known by the users.