Additional Terms and Conditions

 

Special Terms and Conditions

 

CALIFORNIA CONSUMER PRIVACY ACT

If We will be processing personal information subject to the California Consumer Privacy Act, sections 1798.100 to 1798.199, Cal. Civ. Code (2018) as may be amended as well as all regulations promulgated thereunder from time to time (“CCPA”), on

Your behalf in the course of the performance of the Services, then the terms “California consumer,” “business purpose,” “service provider,” “sell” and “personal information” shall carry the meanings set forth in the CCPA.

CCPA Disclosures: To the extent the CCPA applies to our processing of any personal information pursuant to Your instructions in relation to this Agreement, the following also apply: (a) The Parties have read and understand the provisions and requirements of the CCPA and shall comply with them; (b) It is the intent of the Parties that the sharing or transferring of personal information of California consumers from You to Us, during the course of our performance of this Agreement, does not constitute selling of personal information as that term is defined in the CCPA, because You are not sharing or transferring such data to Us for valuable consideration; (c) We will only use personal information for the specific purpose(s) of performing the Services, including any Schedules within the direct business relationship with You.

FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT. If You are subject to the Family Educational Rights and Privacy Act (“FERPA”), then the following shall apply:

Both Parties are subject to FERPA and to that end agree: (a) they are each providing educational services to the other that they would otherwise have to provide for themselves using faculty and staff; (b) each party has a legitimate educational interest in the student education records disclosed under this Agreement; and (c) We agree to be under the direct control of Named User with respect to the use and maintenance of information from student education records. Any Party, including a “school official” who receives student education records as otherwise enumerated in this Agreement, acknowledges that the student education record is confidential and may use the information only for the purposes for which the disclosure was made hereunder including only the reporting of the student’s use of the Services and review of materials by external examiners and except as permitted elsewhere in this Agreement, We may not re-disclose the information to any third -party without prior written consent from the student and Named User. Furthermore, the Parties agree to work together to share student education records in a manner that best assures the protection of student education records from disclosure.

CHILDREN’S ONLINE PRIVACY PROTECTION ACT. If a Named User is under thirteen (13) years of age, then the following shall apply:

1. The Parties acknowledge and agree that in the event a Named User under thirteen (13) years of age registers or logs in to use the Services, by personally providing to Vector Solutions such Named User’s personal information as such information is defined under the Children’s Online Privacy Protection Rule (“COPPA”), including: (a) first and last name; (b) home or other physical address including street name and name of city or town; (c) email address; (d) screen or username; (e) telephone number; (f) social security number; (g) persistent identifier; (h) photograph, video, or audio file where such file contains a child’s image or voice; (i) geolocation information that can identify the names of a street and city; and (j) information collected from such Named User that is combined with any of the previous (collectively, “COPPA Personally Identifiable Information” or “ COPPA PII”), such PII shall be subject to the provisions of COPPA.

2. Each party represents and warrants that to the extent such Party’s own activities in furtherance of this Agreement are subject to the provisions of COPPA, such Party shall operate in accordance with the applicable terms of COPPA for the duration of the term hereof.

3. We shall make commercially reasonable efforts to keep COPPA PII confidential and secured from transmission or disclosure to unauthorized recipients until such PII is deleted pursuant to the terms hereof.

4 We shall make no commercial use of PII collected on Your behalf other than for educational and safety purposes and shall use PII solely for Your benefit. We shall provide to You notices required by COPPA regarding Our practices as they relate to collecting, using, or disclosing COPPA PII, as well as notice of any material change to such practices in a timely manner under the law. We shall rely on You to obtain verifiable consent from a parent or guardian (collectively, “Parent”) of each Named User under the age of 13, registered in association with You (“Verifiable Consent”) to use the Services.

5. You shall make reasonable efforts to obtain Verifiable Consent to use the Services using one or more of the following methods: (a) providing a consent form to be signed by Parent and returned to You by mail, fax, or electronic scan; (b) requiring a Parent, in connection with a monetary transaction, to use a credit or debit card or other online payment system that provides notification of each discrete transaction to the primary account holder; (c) having a Parent call a toll-free number staffed by trained personnel; (d) having a Parent connect to trained personnel via video-conference; (e) checking a form of government issued identification against databases of such information, provided You delete Parent’s identification promptly following the completion of the verification; or (f) sending an email coupled with additional steps, including (i) sending a second email confirming consent; or (ii) confirming consent by letter or telephone call after obtaining Parent’s address or telephone number, provided that such methods of confirmation include notice that Parent may revoke any consent previously provided in response to the initial email.

6. In the event a Parent requests to exercise such Parent’s right to: (a) review; (b) request deletion of; or (c) refuse further use or collection of the PII collected from the Parent’s child, You shall relay such request to Us without unreasonable delay following Your successful verification that the requester is the Named User’s Parent.

7. We shall delete PII collected from Named Users under the age of 13: (a) once such PII is no longer needed to fulfill the purpose of its collection; or (b) upon verified request by such Named User’s Parent and shall utilize commercially reasonable safeguards to protect the PII from unauthorized access or use upon its disposal.

 

Service Specific Terms and Conditions

 

A. Vector EHS Management Services

This Section A contains service specific terms and conditions that will apply only if You are purchasing Vector EHS Management Services (“EHS Services”) in an Order Form. Otherwise, the following terms will not apply to You.

An “EHS Active Employee” is defined as Your employees, consultants, contractors, and agents who are contained in the Vector EHS employee and contractor table with an active status. An employee may or may not be a Named User. For EHS Services, You are allowed a Named User for each EHS Active Employee.

2. You will be able to activate or disable employees without incurring additional EHS Active Employee fees as long as the total number of EHS Active Employees does not exceed the number of employees included in the applicable Order Form.

3. EHS Active Employees added after the Effective Date in an Order Form shall be billed at the full per employee fee as frequently as quarterly. Such additional EHS Active Employees shall thereafter be billed according to the pricing agreed in the applicable Order Form for subsequent periods, including upon renewals under this Agreement.

4. You agree to pay for the number of EHS Active Employees in the EHS Services in a given contract year.

5. You acknowledge that certain transmissions You receive as part of the EHS Services may contain sensitive personal information that You have provided. You understand that We do not control or own the data contained in such transmissions. As such, You will be responsible for ensuring that the information is secured and preventing the transmission and/or disclosure of such information to unauthorized recipients(s). In the event such information is disclosed to an authorized recipient(s), You shall be responsible for notifying Your EHS Active Employee(s) whose information may have been disclosed to the extent required by law. Both Parties further agree to handle such data in compliance with any applicable Federal, State, or local laws or regulations. You shall also be responsible for any threatening, defamatory, obscene, offensive, or illegal content or conduct of any of Your EHS Active Employees when using the Services. You shall indemnify, defend, and hold Us harmless against any claims that may arise as a result of these matters. With respect to Your use of the EHS Services, You acknowledge that We are not a covered entity or business associate under HIPAA.

B. Managed Software Services (MSS)

This Section B contains service-specific terms and conditions that apply only if You are purchasing Managed Software Services (“MSS”) in an Order Form. Otherwise, this Section does not apply.
1. Managed Software Services
1.1 Purchase Requirements and Term.

MSS may only be purchased as an add-on to other active SaaS Services provided under the Agreement and may not be purchased as a standalone service. MSS subscriptions align with the term of the associated SaaS Services and are provided on an annual basis. MSS, like the SaaS Services, is an annual subscription invoiced in advance at the beginning of each contract year, unless otherwise specified in the applicable Order Form.

1.2 Description

MSS are optional, add-on services provided by Us to assist You in managing and optimizing its use of the subscribed SaaS platform(s). MSS may include configuration assistance, data loading, administrative functions, and other platform management tasks, as set forth in the applicable Order Form or MSS service description. MSS are distinct from the Services and are governed by the Agreement and this Section B.
2. Service Models.
MSS may be delivered under one or more of the following models, as indicated in the applicable Order Form:

2.1 Capacity-Based Model. You purchase an allocation of resource capacity units (defined below) for completion of tasks selected from Our then-current MSS catalog and/or the tier(s) specified in the Order Form. Tasks are performed during the MSS term.

2.1.1 Resource Capacity Units (or “RCUs”) represent the quantifiable share of Our available managed service capacity allocated to You for the applicable MSS Term. RCUs are not measured by time or hours, but rather by the amount of dedicated configuration, and operational capacity that Vector assigns and commits to support Your subscribed SaaS platform(s). Each RCU corresponds to a defined portion of Our service delivery capability, factoring in personnel expertise, infrastructure utilization, and platform management throughput. RCUs may be applied toward the performance of tasks selected from the MSS catalog or otherwise defined in the applicable Order Form. Unused RCUs expire at the end of the MSS Term and have no cash value, rollover, or refund rights.

2.2 White-Glove Implementation Model. We provide enhanced, hands-on implementation support which may include comprehensive data loading, platform configuration, and related setup activities intended to minimize Your effort to key decision points. Eligibility and any associated fees (including any no-charge or discounted promotional offers tied to Annual Contract Value thresholds) will be specified in the Order Form.

3. Personnel
It is anticipated that all MSS work will be performed remotely. To the extent MSS work must be provided on Your premises, additional charges may apply as specified in the applicable Order Form and as otherwise agreed in writing between the Parties.

MSS may be performed by Our personnel located within or outside the United States, including employees based in Manila, Philippines. We may assign or reassign personnel in Our discretion. We remain responsible for performance of Our obligations under the Agreement.

4. Customer Responsibilities.
4.1. General Expectations.

You are expected to actively cooperate with Our personnel performing MSS, provide timely responses to requests for information, and ensure that internal resources are available as reasonably necessary to enable the effective performance of the MSS. You shall communicate promptly regarding any issues or changes that may impact the MSS schedule, deliverables, or scope.  Additionally, You shall (i) provide timely access to necessary systems, data, and personnel; (ii) identify a point of contact authorized to provide directions and approvals; (iii) ensure that requested tasks fall within the MSS scope purchased; and (iv) maintain the security and integrity of Your systems and data (including access controls) not attributable to the Services.

4.2. Work Environment

You shall provide and maintain a suitable work environment for Our MSS personnel. Such environment shall be conducive to productivity and free from harassment, discrimination, threats, or other unsafe or hostile conditions. In the event We reasonably determine that conditions are unsafe, unlawful, or expose Our personnel to undue risk, We may suspend affected MSS activities without liability until such conditions are resolved. You shall cooperate in good faith to promptly address and remedy any such conditions.

5. Exclusions.
MSS does not include: (a) development of new software features or functionality; (b) custom professional services, or consulting deliverables; (c) ongoing system administration beyond the purchased MSS scope; or (d) regulatory submissions on Your behalf. Any excluded services may be negotiated under a separate agreement or SOW to be mutually agreed upon by the Parties.

6. Term; Expiration; Reallocation.
The MSS term will be as specified in the applicable Order Form. MSS shall terminate upon expiration or termination of the associated SaaS subscription. Credit for unused RCUs (if any) are available only during the MSS term and do not roll over or are refunded.

7. Fees and Payment.
Fees for MSS (including tiered packages, RCUs, promotions, or ACV-based pricing) will be stated in the Order Form and are payable under Section 3 (Fees and Payments) of the Agreement. Promotional or pilot offers may be provided at Our sole discretion.

8. Confidentiality; Data Use.
Each Party’s obligations under Section 9 (Confidentiality) of the Agreement apply to MSS. We will not use Your Confidential Information to train any external AI system without Your consent. Nothing herein limits Our rights to use Aggregated Data under the Agreement. For purposes of clarification, an “external AI system” refers to any AI or machine learning system operated by a third party outside our controlled enterprise environment. Internal AI systems operated within our secure enterprise instance, including enterprise-licensed AI environments where no data is shared for external model training, are not considered external AI systems.

9. Suspension.
We may suspend MSS (and, if applicable, related access needed to perform MSS) upon notice for (i) Your material breach of the Agreement or this Section, including non-payment; or (ii) conditions that pose a security, safety, or integrity risk. We will resume MSS when the cause of suspension is remedied.

10. Priority; Conflict.
If there is a conflict between this Section B and the Agreement with respect to MSS, this Section B controls solely for MSS. Otherwise, the Agreement governs.

11. Intellectual Property; Enhancements and Improvements.
All intellectual property rights in and to the Services, MSS, and any related software, tools, documentation, and materials shall remain Our sole and exclusive property. Should any enhancements, improvements, modifications, updates, derivative works, or changes (“Changes”) to the Services result from or arise out of the provision of MSS (whether suggested, requested, or implemented during performance), such Changes shall be and remain Our sole and exclusive property. You shall have no rights, title, or interest in or to any such Changes, except for the limited rights of use expressly granted under the Agreement.

C. Vector Evaluations+ Services.

This Section C. contains service specific terms and conditions that will apply only if You are purchasing Vector Evaluations+ Software as a Service in an Order Form. Otherwise, the following terms will not apply to You.

1. Access and Use. We will provide You a nonexclusive, non-transferable, revocable authorization to remotely access and use the Vector Evaluations+ Software as a Service: (i) on Our application server over the Internet, (ii) to transmit data related to Your use of the Service over the Internet, and (iii) to download and use the Evals + mobile device application software (referred to collectively as “Evals+ Services”). We will provide accounts for Your users on the application server for storage of data and use of the Service. The number of Named Users, start of service, and duration, are as stated in the applicable Order Form.

2. Data Storage Fees. Evaluations+ Service includes up to 10GB of data storage for Your data. If You use storage above 10GB, You agree to pay Us for the extra storage used, based on the rate indicated in the applicable Order Form. Fees for additional storage will apply beginning on the month the additional storage is added, and accrue monthly.

3. Your Content. You will be the owner of all content created and posted by You. You will also be the owner of all content created and posted by Us at your request and on Your behalf.

4. Third-Party Content. You are responsible for proper licensing of, and assuming liability for, copyrighted material which You post on Our system, or is posted on Our system by Us on Your behalf. This includes but is not limited to copyright protected evaluation forms and other materials from third parties. If You upload third-party content to Our platform, such third-party content providers are responsible for ensuring their content is accurate and compliant with national and international laws.

5. Effect of Termination. You will have thirty (30) days after the effective date of termination or expiration of this Agreement to export Your data using the software tools provided, or to request Your data from Us. Form data will be available as exported comma separated variable (CSV) files and as PDF files. Uploaded data files will be available in their original format. After the thirty (30) day period, We have no obligation to maintain or provide data and may thereafter delete or destroy all copies of the Your data, unless legally prohibited.

 

D. Vector WorkSafe Services and Vector LiveSafe Services

This Section D. contains service specific terms and conditions that will apply only if You are purchasing Vector WorkSafe Services or Vector LiveSafe Services (collectively “LiveSafe Services”) in an Order Form. Otherwise, the following terms will not apply to You.

1. Authorized Users. Authorized Users (interchangeably referred to as “Named Users”) means the employees, contractors and/or consultants under Your control who You authorize to operate or use the LiveSafe Services.

2. Your Responsibilities. You shall: (i) not permit any person or entity, other than designated Authorized Users, to access the LiveSafe Services; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the LiveSafe Services, (iii) provide prompt written notice of any unauthorized access or use; and (iv) instruct Authorized Users to comply with all applicable terms of this Agreement.

3. Your Data. You agree that We may only use data collected, extracted or received through Your use of the Services (“Your Data”) in an anonymized and aggregated manner (without specifically identifying You, Named Users or Your / Named Users’ location(s)) for the sole purpose of reporting LiveSafe Services metrics, training and education about the LiveSafe Services, and improving the LiveSafe Services (except as may be required by law, court order, or as needed to provide the Services to You). Your Data shall not include any information collected, extracted, or received in response to the WorkSafe Integrated Health Survey. Within thirty (30) business days following Your written request, and not more than four (4) times per year or upon termination of this Agreement, We will provide to You a backup copy of the Your Data in Our possession.

 

E. Terms and Conditions for On-Premise Use of ArdentSky Software

These Terms and Conditions are in addition to the general Terms and Conditions contained in the Vector Solutions Master Software-as-a-Service Agreement (the “MSA”). In the event of a conflict between these Terms and Conditions and the Vector Solutions Master Software-as-a-Service Agreement Terms and Conditions, these Terms and Conditions shall control.

1. Grant of License
Subject to these Terms and Conditions and the general Terms and Conditions contained in the MSA, We hereby grant to You a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the ArdentSky Software (“Software”) on Your on-premise systems solely for Your Internal Business Purposes as further defined below.

2. Ownership and Restrictions
2.1 The Software is licensed, not sold. Licensor retains all rights, title, and interest in and to the Software, including all intellectual property rights.

2.2 There shall be no limit on the number of users who may operate the Software; however, You may only use the Software to support the regulatory compliance and license application submission requirements (“Internal Business Purposes”) for the number of Employees and Businesses identified in the Order Form.

2.3 You shall not:

• Use the Software in an Applications Services Provider (ASP) or Business Process Outsourcing (BPO) capacity.
• Permit the Software or any portion thereof to be used by any person, except for Your Named Users;
• Copy, modify, duplicate, or create derivative works of the Software, except as expressly permitted;
• Reverse engineer, decompile, or disassemble the Software;
• Rent, lease, lend, sell, sublicense, or otherwise distribute the Software to any third party;
• Remove or alter any proprietary notices on the Software.

3. Installation and Other Services
3.1 You are solely responsible for (i) procuring and maintaining all hardware, infrastructure, and system requirements necessary for operation of the Software, and (ii) maintaining the integrity and security of Your internal systems, including implementing and updating appropriate access controls, configurations, patches, and other safeguards necessary to protect against vulnerabilities and unauthorized access not attributable to the Software.
3.2 It is the understanding and intention of the Parties that installation, maintenance services, and other services (i.e., consulting services) will be provided remotely under most conditions; however, should circumstances require Us to perform certain services on Your premises to complete installation or engage in other activities, You agree to provide a safe and secure working environment for all Our personnel. You shall:

• Comply with all applicable federal, state, and local occupational health and safety laws and regulations;
• Notify Us promptly of any known hazards or conditions that may affect the safety of Our personnel;
• Ensure that Our personnel are not exposed to unsafe, unlawful, or hostile working conditions, including but not limited to harassment, threats, or physical danger; and
• Provide reasonable access to facilities, utilities, and any necessary safety equipment required to perform the services safely.

In the event We reasonably determine that working conditions are unsafe or expose Our personnel to undue risk, We may suspend the affected services without liability until such conditions are resolved to Our reasonable satisfaction. You shall cooperate in good faith to remedy any such conditions promptly.

4. Effect of Termination or Expiration.
Upon termination or expiration of this License for any reason:

• Your rights to use the Software shall immediately cease, except for the purposes of retrieving Your data in accordance with the time frames specified below, You shall promptly discontinue all use of the Software;
• You shall, within thirty (30) days, retrieve Your data, and return or destroy all copies of the Software and related documentation in Your possession or control and certify such destruction or return in writing upon request;
• All maintenance, updates, and technical support services provided by Us in connection with the Software shall immediately and permanently cease; and
• Termination or expiration shall not relieve You of Your obligation to pay any fees accrued or payable prior to the effective date of termination.

 

F. ArdentSky Managed Software Services Addendum

This Addendum incorporates the terms and conditions of the Agreement between Vector Solutions entity (“We”, “Us” or “Our”) and the Vector Solutions customer You” or “Your” and contains service specific terms and conditions that will apply only if You are purchasing ArdentSky Managed Software Services (“AS MSS”) in an Order Form.

A. Description of Services

You have licensed and Installed ArdentSky products and we will provide a subscription for the following services: (i) prepare certain personal and corporate application renewals, (ii) maintain/update changes to certain personal and corporate data in your installation of the ArdentSky product, based on information provided by you, (iii) enter new data for employees that join you in the future, based on information provided by you, (iv) generate new license applications for certain new individuals, and (v) other Compliance activities. For purposes of clarification, You acknowledge and agrees that we will not be submitting license applications directly to regulators.

B. Responsibilities and Tasks

Our Responsibilities
We will provide remote personnel experienced in licensing, data management, data entry and the operation of our system. Nothing herein shall be deemed to preclude us from replacing personnel with other qualified personnel at our discretion.

C. Your Responsibilities

1. You will ensure that our personnel have the necessary remote access to Company resources and the appropriate work environment free from harassment, threats, or unsafe conditions to complete all tasks.
2. You will provide clear guidance and expectations for all tasks.
3. You will provide all necessary information to complete all tasks.
4. You will regularly meet with us to review performance, and provide feedback.
5. You remain solely responsible for maintaining the integrity and security of Your internal systems, including implementing and updating all appropriate security measures, access controls, configurations, and safeguards necessary to protect against vulnerabilities and unauthorized access not attributable to the Services.

 

G. AI Disclosure

We may, (i) use outputs from artificial intelligence (“AI”) tools, including Our proprietary AI capabilities and third-party generative AI systems, in creating and delivering the Services, and (ii) provide AI tools within the Services for Your proactive use. All intellectual property rights in Our content licensed to you, whether created with or without AI, shall vest exclusively in Us. You hereby acknowledge that AI outputs are probabilistic and may not always be accurate, complete, or suitable for Your use. We disclaim liability for AI-generated errors, inaccuracies, or bias, except to the extent caused by Our gross negligence or willful misconduct. We will not disclose or use Your Confidential Information or Customer Data to train an external AI system without Your consent. Nothing herein shall alter Our rights to use Aggregated Data.