Terms and Conditions

SAFEWAY MANAGEMENT GROUP, INC. – Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS AND CONTAINS A DISPUTE RESOLUTION CLAUSE. BY UTILIZING WWW.SMGSAFETY.COM, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

SAFEWAY MANAGEMENT GROUP, INC. ("Safeway") is a leading industry resource for the outsourcing of safety management, contract labor, safety training and hiring services (collectively “Safeway Services”) which allows users of www.smgsafety.com (“Safeway User”, “You” or “Your”) to obtain information concerning the Safeway Services. Safeway periodically updates features and adds new ones depending on market conditions and other factors.

These Terms and Conditions relate to the use of the Safeway Website and the Safeway Services. By accessing the Safeway Website and/or utilizing the Safeway Services, You agree to be bound by these Terms and Conditions. In the event that Safeway updates these Terms and Conditions, your use of the Safeway Website/Safeway Services following the update shall be deemed as your acceptance of, and You will be bound by, the updated Terms and Conditions. The latest version of these Terms and Conditions will be posted online at www.smgsafety.com. In the event you engage Safeway and sign Safeway’s Scope of Work and there is a conflict between the Scope of Work and these Terms and Conditions, the terms of the Scope of Work shall control.

1. Content. You understand that all listings, messages, text, files, images, photos, video, audio or other materials ("Content") posted on, transmitted through, or linked from the Safeway Website are the sole responsibility of the person or organization from whom such Content originated. You also understand that Safeway does not control and is not responsible for Content made available through the Safeway Website, and that by using the Safeway Website, you may be exposed to content that is offensive, indecent, inaccurate, misleading or otherwise objectionable. Furthermore, the Safeway Website and Content made available through the Safeway Website may contain links to other web sites that are completely independent of Safeway. Safeway makes no representation or warranty as the accuracy, completeness or authenticity of the information contained on such web site. Under no circumstances will Safeway be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, linked or otherwise made available via the Safeway Website. You understand and agree that any uploading or posting will be at your sole risk and Safeway Website shall not be responsible to you in any way. Further, Safeway Website does not provide any warranty as to your use of third-party content or software that you obtain from the Safeway Website. You are also fully responsible for any Content you post on the Safeway Website and to the consequences of any such Content. Although Safeway does not claim ownership of Content that its users post, by posting Content to the Safeway Website, you automatically grant, and you represent and warrant that you have the right to grant, to Safeway an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, copy, perform, display and distribute said Content and to prepare derivative works of, or incorporate into other works, said Content, and to grant and authorize sublicenses through multiple tiers of the foregoing. You also understand and agree that Safeway, in its sole discretion, may delete any Content for any reason.

2. Intellectual Property and Software. Title to the intellectual property rights owned or otherwise utilized by Safeway and/or Safeway’s affiliated entities, including, but not limited to its patents, patent applications, processes, registered and common law trademarks, service marks, trade names, trade dress, symbols, slogans, emblems, logos, insignias, copyrights, trade secrets and combinations of the foregoing will always remain the property of Safeway. All of the information contained in the Safeway Website is the property of Safeway and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. The Safeway Services and these Terms and Conditions relate only to access to the Safeway Website and You are not granted a license to any software under these Terms and Conditions.

3. Safeway User Representations. By utilizing the Safeway Services You hereby represent, acknowledge and agree that: (i) The Safeway Services are to be used only for providing You the ability to offer the services listed within these Terms and Conditions and may not be used for any other purpose; (ii) The Safeway Services will not be linked, compiled or otherwise combined with any other programs; (iii) While utilizing the Safeway Services, You or Your organization will be listed as the sender and You will not impersonate any other person or organization; (iv) You will not modify, rent, release, lend, sublicense or otherwise redistribute the Safeway Services, in whole or in part, to any other person or entity; (v) You will not create or permit others to create, by reverse engineering or otherwise, services similar to those offered by Safeway or any part thereof; (vi) The Safeway Services will be used in compliance with the CAN-SPAM Act of 2003, will only be used for lawful purposes and You will not violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising) in connection with the Safeway Services; (vii) While utilizing the Safeway Services, you will not send any content or any other text, pictures, sound, graphics, video and other data or any other materials that are listed in the Prohibited Content section of these Terms and Conditions; (viii) You will not interfere with or disrupt the Safeway Website, Safeway’s servers or Safeway’s networks connected to the Safeway Website or any other website connected with your use of the Safeway Services; and (ix) You have read, understand and will comply with Safeway’s Privacy Policy in connection with the Safeway Services.

4. Prohibited Content. The Safeway Services may not be used in connection with any person and/or organization that: (i) Promotes any products/services in connection with illegal goods; illegal drugs; illegal drug contraband; drug paraphernalia; pornography or illicitly sexual services; escort services; dating services; pirated computer programs; illegal firearms; instructions on how to assemble or otherwise make bombs, grenades or other weapons; gambling; and/or promoting violence of any kind; (ii) Utilizes any material that exploits children, or otherwise exploits children under 18 years of age; (iii) Utilizes any material that infringes on the intellectual property rights of any third party or any rights of publicity or privacy; (iv) Utilizes any material that is defamatory, trade libelous, unlawfully threatening or unlawfully harassing, grossly offensive, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content; and (x) Utilizes any material that contains any viruses, Trojan horses, worms, trap doors, back doors, Easter eggs, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

5. Safeway’s Anti-Spam Policy. While utilizing the Safeway Website, You agree to refrain from: (i) sending any transmissions to any person or entity without receiving the prior consent of the person or entity; (ii) sending any unsolicited transmissions; and (iii) sending any transmissions to any person or entity who expresses their/its desire to discontinue receiving any communications. Any unauthorized use of Safeway’s computer systems is a violation of these Terms and certain federal and state laws, including without limitation, the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.), and, as such, may subject the sender and his or her agents to civil and criminal penalties.

6. Usernames and Passwords. You will be responsible for any and all transactions that take place by a user who gains access to the Safeway Website and/or Your Safeway Services account utilizing Your user name and password. Safeway will accept the instructions of any individual who claims to be authorized to direct changes to Your account if that individual presents Your username and password or provides other accurate account information acceptable to Safeway, in its sole discretion. Safeway will not be responsible for the actions of any individuals who wrongfully gain access to your customer information utilizing your username and password or who otherwise wrongfully gain access to your account. In the event You become aware of any unauthorized use of Your account, You agree to notify Safeway immediately.

7. Scope of Work. Your use of the Safeway Website does not create any contractual relationship between You and Safeway. Safeway will not be bound or limited by anything other than an original executed Scope of Work.

8. Termination by Safeway/Reservation of Rights. Safeway does not pre-screen any individuals nor organizations or the Content provided by said individuals/organizations. However, Safeway reserves the right (but undertakes no duty) to do so and decide whether any person, organization or information utilized in connection with Your use of the Safeway Website is appropriate and/or complies with these Terms and Conditions, violates any law(s), violates any agreements between Safeway and any third party and/or is otherwise inappropriate in Safeway’s sole discretion. Safeway may refuse to send any communication, remove any item (whether posted to a website hosted by Safeway or otherwise) and/or terminate access to the Safeway Website for posting or publishing any material in violation of these Terms and Conditions, violation of any law(s), violates any agreements between Safeway and any third party and/or is otherwise inappropriate for transmission in Safeway’s sole discretion, at any time and without prior notice. The determination of any violation shall be made by Safeway in its sole and absolute discretion. If Safeway terminates Your access to the Safeway Website, Safeway may, in its sole and absolute discretion, remove and destroy any data and files stored by You on Safeway’s servers. Safeway expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) the Safeway Website and the Safeway Services, without notice, when Safeway deems it necessary, in its sole and absolute discretion.

9. Indemnification. You hereby agree to indemnify Safeway, and its members, shareholders, officers, directors, employees, business partners, third-party suppliers and providers, licensors, distributors and agents and hold them harmless from and against any and all liabilities, claims, losses, damages, costs and expenses (including reasonable attorneys' fees) incurred by Safeway as a result of any claim made by a third party in connection with the Safeway Services. You shall defend at Your sole expense any such action and shall pay any costs, damages, settlement awards and attorneys' fees finally awarded against Safeway in such action which are directly attributable to such claim. By utilizing the Safeway Services, You hereby grant to Safeway a non-exclusive royalty-free, worldwide license to reproduce, distribute, store, transmit, publicly perform, publicly display, digitally perform, reproduce, and otherwise use the content You provide to Safeway in connection with the Safeway Services.

10. Warranty. Safeway does not warrant that the operation of the Safeway Website or the Safeway Services will be uninterrupted or error-free, or that the Safeway Website or Safeway Services will be immune from fraudulent intrusion and/or unauthorized use or disclosure. Safeway does not make any claims or warranties as to the results that may be obtained from utilizing the Safeway Services. You assume all responsibility for assuring the proper and lawful use of the Safeway Website and Safeway Services and all liability for any improper or unlawful use of the Safeway Services and Safeway Website. You assume all liability, which may arise in connection with any person or entity's use of the Safeway Services and Safeway Website. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, SAFEWAY OFFERS THE SAFEWAY SERVICES AND THE SAFEWAY WEBSITE “AS IS” WITH NO WARRANTIES OF ANY KIND. SAFEWAY SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE LIMITATIONS SET FORTH HEREIN ARE INTENDED TO LIMIT THE LIABILITY OF SAFEWAY AND WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. Limitations of Liability. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT: (i) NEITHER SAFEWAY, ITS MEMBERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, BUSINESS PARTNERS, SUPPLIERS, PROVIDERS, LICENSORS, DISTRIBUTORS AND/OR AGENTS WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY OF THE FOLLOWING: SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES OF ANY KIND; LOST PROFITS OR DAMAGES RELATED TO THE PROCUREMENT OF SUBSTITUTE GOODS/SERVICES, FOR LOSS OF DATA OR RELEASE OF ANY DATA TO THIRD PARTIES; OR ANY OTHER DAMAGE TO INTANGIBLE PERSONAL PROPERTY, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF SAFEWAY, ITS SUPPLIERS OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) SAFEWAY'S TOTAL LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE LIMITED TO AND SHALL NOT EXCEED THE AMOUNTS RECEIVED FROM YOU UNDER THIS AGREEMENT. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

12. Remedies/Disclosure of Information. Notwithstanding anything in these Terms and Conditions to the contrary, all provisions of these Terms and Conditions will be specifically enforceable, and Safeway will be entitled to, in addition to other available remedies, an injunction or other equitable relief for breach of any provision of these Terms and Conditions. In addition, You acknowledge and agree that Safeway has the right to seek damages, including, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages, when the Safeway Services are utilized in violation of these Terms and Conditions. In the event that Safeway is required to respond to a third party or law enforcement subpoena that is related to Your use of the Safeway Services, Safeway may require You to reimburse Safeway for its reasonable expenses associated with complying with such subpoena. Any provision of these Terms and Conditions that, by its nature should survive termination, will survive termination, including, without limitation, those concerning intellectual property, ownership, warranty, disclaimers and limitations of liability. Safeway may disclose any and all information it receives from You in the event (i) it is required by law; (ii) to protect and defend the rights of Safeway and/or any person or entity affiliated with Safeway; or (iii) incident to a corporate sale, merger, reorganization, dissolution, bankruptcy or similar event.

13. Miscellaneous. You and Safeway shall for all purposes be independent contractors. Under no circumstances shall either party be deemed, as a result of this Agreement, an employee, agent or representative of the other party, and neither party shall have authority to incur any obligations or make any representations, warranties or guaranties on behalf of the other. Safeway may assign its rights to any payments under these Terms and Conditions to one or more other persons/entities without Your prior written consent. In the event that one or more of the provisions contained in these Terms and Conditions shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions contained in these Terms and Conditions, and such other provisions shall be given effect in accordance with the manifest intent hereof. These Terms and Conditions set forth the entire agreement and understanding between the parties as to the subject matter hereof and supersedes and merges all prior oral and written agreements, discussions and understandings between You and Safeway. All notices to be given to Safeway in connection with this Agreement shall be in writing and shall be sufficient if sent by certified or registered mail, return receipt requested with postage prepaid, addressed to Safeway Management Group, Inc., 2971 Coddington Avenue Bronx, NY 10461, with a copy to: The Internicola Law Firm, P.C., Attn: Charles N. Internicola, Esq., 1000 South Avenue, Suite 104, Staten Island, New York 10314, or at such other address hereafter made known to the other party. All notices to Safeway User may be effectuated by e-mail message at any e-mail address previously provided to Safeway by Safeway User. Safeway User shall, at all times, maintain a valid e-mail address to receive system notifications, for billing purposes and other system alerts from Safeway. Any notice given as provided in this Agreement shall be deemed to have been given on the date of receipt by the party for which it is intended. Section headings are for purposes of convenience only and are not intended to affect the meaning or interpretation of these Terms and Conditions. These Terms and Conditions are made pursuant to, and shall be construed and enforced in accordance with, the laws of the State of New York and United States federal law, to the extent applicable, irrespective of the principal place of business, residence or domicile of the parties hereto, and without giving effect to otherwise applicable principles of conflicts of law. Any suit brought to enforce obligations hereunder shall only be brought in the courts, whether State or Federal, sitting in the County of New York, City and State of New York.

If you have any questions, or if you require any additional information concerning these Terms and Conditions or the Safeway Website, please contact Safeway by email at info@smgsafety.com.

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