If J. J. Keller and you or your employer have manually executed a Commercial Use or other addendum or agreement governing use of J. J. Keller® SAFETY MANAGEMENT SUITE, the terms herein are to be considered altered as set forth in that document.
(a) J. J. Keller means J. J. Keller & Associates, Inc., 3003 Breezewood Lane, Neenah, Wisconsin 54957-0368, or third-party providers of content and services to J. J. Keller.
(b) SAFETY MANAGEMENT SUITE or SMS means the contents and services provided by J. J. Keller and J. J. Keller partners pursuant to this website.
(c) License means the license granted in Section 2.
(d) Member, you, your means the individual identified in the Registration Information.
Subject to the compliance with all of the terms and conditions of these Terms, J. J. Keller grants you a nonexclusive, nontransferable limited license to access and use SMS.
3. Intent of this License
This License is meant to provide one user, you, with access to SMS content for your use within your organization. It is solely for use by the individual user identified in the Registration Information. Use is subject to that restriction, and as noted under Section 8 Guidelines for Use of the Content below.
4. Registration Information
By accessing SMS you agree to provide accurate, current and complete information about yourself as prompted by the registration form and to keep the Registration Information accurate, current and complete. If Registration Information is found not to be accurate, current or complete, or if J. J. Keller has reasonable grounds to suspect that such information is not accurate, current or complete, J. J. Keller has the right to suspend or terminate your access and refuse any and all current or future use of SMS.
The products and the contents of the Site, including without limitation, the text, site design, logos, graphics, icons and images, videos, software, code, product reviews and other content comprising the Site, as well as the selection, assembly and arrangement thereof, are protected by U.S. and international copyright laws. In addition, the entirety of this Site, unless otherwise specified, is a work owned by J. J. Keller and is protected by U.S. and international copyright laws. Copyright 2019 J. J. Keller & Associates, Inc. All rights reserved.
You acknowledge and agree that all proprietary rights in SMS shall remain property of J. J. Keller and you do not acquire rights therein except as specifically provided in Section 2.
You agree that questions you submit to SMS along with the answers associated with them shall become the property of J. J. Keller for use as J. J. Keller sees fit.
6. Third-Party Sites
Our Site may contain links to our affiliates and links to non-affiliated, third-party websites. These links are provided solely for your convenience. If you choose to utilize any of these links, you will leave our Site. J. J. Keller has not reviewed these third-party websites and does not control and is not responsible for any of these websites or their content. J. J. Keller does not make any representations about any third-party websites, or any information, software or other products or materials found on such websites. If you access any of the third-party websites linked to our Site, you do so entirely at your own risk.
7. Use of Our Site
Your use of our Site shall be for lawful purposes only. You shall not use our Site for illegal purposes or for the transmission of material that is unlawful, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, obscene, distasteful, offensive, controversial or otherwise objectionable, or that infringes or may infringe the intellectual property or rights of J. J. Keller or another or that violates any international, federal, state, or local law. You understand and acknowledge that J. J. Keller may, at its sole discretion, terminate your access to the Site, without notice, if we believe you have in any way violated the Terms.
If you use our Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password, or from your IP address.
Authorized Use of SMS Content includes:
(a) Internal Use. Your License allows you to use unchanged SMS content (“SMS Content”) and works you create with SMS content (“Created Works”) within your organization as outlined in this section. You may appoint someone within your organization to create Created Works. You may not, and may not permit others to, use the SMS Content to prepare work, documents or reports, etc., for any party outside of your organization unless you have a Commercial Use License which gives you these rights.
(b) Work Personally Authored. Your License allows you to incorporate SMS Content in work you personally author to create Created Works. For example, in Created Works:
(i) You may use images – cartoons, clip art, PowerPoint® images, video clips– in preparing posters, handbooks, PowerPoint® presentations, etc., you personally author. These materials must be for the sole purpose of training or communicating safety and/or compliance within your organization; others may not re-purpose the images.
(ii) You can create Created Works by using SMS Content such as in reports, training material, emails within your organization and the like that you personally author; others may not re-purpose the SMS Content you download. You may share the output from the Interactive Tools or incorporate it in documents, reports, etc., you personally author in a hardcopy or electronic format. These materials are for internal use only; others may not re-purpose the output. See Restrictions on Use of Content.
(iii) You may post Created Works on your Intranet. Created Works resulting in an online training course may be posted to Your learning management system.
(iv) You may copy, distribute, post or electronically transmit Created Works.
(c) Employee-Facing Features. Depending on your License level, certain features of SMS, such as incident reporting, safety data sheet access, audits/inspections, and training will be may be used by your employees.
(d) Best Practices. Your License allows "Best Practices" documents to be reproduced only with the written permission of J. J. Keller.
(e) Safety Data Sheets. Your License allows you to view, print, download, and distribute Safety Data Sheets without restriction. If Your License level allows employee access to Safety Data Sheets via URL, such link and Safety Data Sheets may be posted and used internally only.
(f) Training. Your License allows you to purchase and use training enrollments for the employees of your organization only. Training enrollments cannot be resold. If your License includes training enrollment limits Usernames and passwords cannot be shared. You have the ability to preview any course at no charge; however, you cannot share this ability with anyone. There will be no refund for unused training enrollments.
(g) Copyright Notices. You must retain copyright notices appearing with SMS Content. To use SMS Content copyrighted by another organization, Contact Us.
(h) Discussion Content. You must be the author of anything you post or upload to a discussion, or have permission to use the content you post, such as Created Works, or the content you post must be in the public domain. You understand that other members will have access to anything you post or upload to a discussion. J. J. Keller, at its sole discretion, reserves the right to remove postings or uploaded content and/or terminate the license of any member who J. J. Keller believes has violated the terms or abused the intent of the license; including, but not limited to, posting profanities, hate speech, potentially libelous statements, marketing promotions or publishing third-party content without permission.
(a) Disassemble. You may not disassemble, decompile or otherwise derive source code from SMS.
(b) Infringe. You may not use SMS in any manner that infringes the intellectual property or other rights of another party.
(c) Use in Commercial Manner. You may not use SMS Content to prepare work products, documents or reports for any party outside of your organization unless you have a Commercial Use License.
(d) Copy and Distribute. You may not copy, distribute, post or electronically transmit SMS Content as is in any format. Created Works may be copied, distributed, posted or electronically transmitted as described in 8(b)(iv) above.
(e) Use Your Credentials. You may not allow others to access SMS using your user name or password.
(f) Substitute. You may not disseminate, publish or use SMS Content in a manner that would be competitive with, or substitute for, the purchase of additional Licenses by others in your organization. For example, you may not post SMS Content on an intranet or hard copy for the sole purpose of allowing others in your organization to repurpose the content for their own use.
10. Access to Your Data
As between J. J. Keller and you, you will own all data, information or material that you upload or enter into the Site or you supply to J. J. Keller to upload or enter on your behalf (“Your Data”). Only you can enter, and edit Your Data. J. J. Keller uses Your Data only as outlined in this License and in J. J. Keller’s Privacy and Security Policy. Except as permitted in this License, J. J. Keller will not edit, delete or disclose the contents of Your Data unless authorized by you or unless J. J. Keller is required to do so by law or in the good faith belief that such action is necessary to: (i) conform with applicable laws or comply with legal process served on J. J. Keller; (ii) protect and defend the rights or property of J. J. Keller; or (iii) enforce this License.
11. Sharing Your Comments and Ideas
By sending us any ideas, comments, suggestions, or questions, you grant us an unrestricted, royalty-free, worldwide, irrevocable license to use, reproduce, display, perform, modify, transmit and distribute such material. Use of Your name or Your company name will be subject to Your approval. You agree that we are free to use any ideas, concepts, know-how or techniques that you send us for any purpose.
You agree that no comments or other information submitted by you to J. J. Keller will violate any personal or proprietary right of any third party (including, without limitation, copyright and trademark rights). You agree that no comments or other information submitted by you to J. J. Keller will be libelous, obscene, harassing, abusive or otherwise unlawful. You agree that you shall remain solely liable for the contents of any comments or other information submitted by you to J. J. Keller.
12. Aggregate Data
(a) Collection of Aggregate Data. Your company records (such as training results and activity, safety data sheet use and activity, and hazardous chemical data) may be aggregated and analyzed on an aggregated and anonymous basis by J. J. Keller (hereafter “Aggregate Data”).
(b) How We Use Aggregate Data. J. J. Keller may use Aggregate Data to support our relationship with you by contacting you about your use. For example, J. J. Keller may use Aggregate Data to determine which content is most popular. Aggregate Data enables J. J. Keller to understand and assist you in better utilizing SAFETY MANAGEMENT SUITE.
13. Limitations on Liability
NEITHER J. J. KELLER NOR ANY PARTY INVOLVED IN CREATING, PRODUCING, SERVICING, UPDATING OR DELIVERING THE SITE SHALL BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF USERS’ ACCESS, USE, OR INABILITY TO USE OUR SITE OR ANY SITES LINKED TO OUR SITE, OR ANY ERRORS OR OMISSIONS IN THE CONTENT OF ANY OR ALL SUCH SITES WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CONTENT PROVIDED ON OUR SITE IS PROVIDED AS IS WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.
You acknowledge and agree that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Site accessible, we do not guarantee, and shall have no liability for, any unavailability of the Site (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of your equipment, systems or local access services, (iii) for previously scheduled maintenance, or (iv) relating to events beyond our control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where our or your servers are located or co-located. Because we do not control the security of the Internet or other networks you use to access the Site, we are not responsible for any data lost during transmission. Contact Us for information regarding the products, programs and services that may be available to you. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You agree that any cause of action or claim that you may have relating to our Site must be made or instituted within one year of when the cause of action or claim accrued.
This Site, the contents, and referral sites and the products and services described therein are designed to provide reasonably accurate and authoritative information in regard to the subject matter covered. It is made available with the understanding that J. J. Keller is not engaged in rendering legal, accounting or other professional service. If legal advice or other expert service is required, the services of a competent professional should be sought.
Due to the constantly changing nature of government regulations, it is impossible to guarantee the total and absolute accuracy of the material contained herein. J. J. Keller cannot and does not assume any responsibility for omissions, errors, misprinting or ambiguity contained on this Site, the products and services described herein, Member File Exchange content, or the content of referral sites or the products and services which may be offered on referral sites.
J. J. Keller shall not be held liable in any degree for any loss, damage or injury caused by any such omission, error, misprinting or ambiguity present on this site, the products and services described herein, discussion board content, or the content of referral sites and the product and services described therein.
The discussion board is a feature of SMS that allows users to post information, which may include electronic files, for posting and allows other members to download this content. All discussion board files are scanned with the latest virus software before they are posted to the site. While J. J. Keller makes every attempt to ensure all files are virus-free, J. J. Keller makes no warranty concerning the appropriateness or safety of such files. As with any file you download from the Internet, you must understand this risk, take precautions, and understand that J. J. Keller assumes no responsibility for any damages or liability, including but not limited to, hardware or software failure caused as a result of downloading an infected file.
Third party providers that recommend SMS to you and/or subsidize your access to SMS, in whole or in part, are not responsible for content found on SMS.
You agree to defend, indemnify, and hold J. J. Keller, its officers, directors, employees, agents, licensors, affiliates, service providers and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these Terms.
15. Limited Warranty
J. J. Keller warrants that it has the authority to convey the rights which are the subject of this License.
16. Term and Termination
(a) Effective Date. This License becomes effective when you indicate acceptance of the License terms by completing the Registration Information and clicking on the "I Agree" button, or by logging in to SMS.
(b) Access. Continued access to SMS, in this first and subsequent License terms, is subject to payment of the License fee as invoiced by J. J. Keller.
(c) Term. The term of a License is for the length of time you indicated when paying the License fee. Should you choose to terminate this License earlier, J. J. Keller, at its sole discretion, will determine the amount of refund, if any, is due to you. When the License terminates, or you do not renew the License, any information you have entered into SMS may no longer be accessible to you, and J. J. Keller does not guarantee that such information will be maintained or archived for access.
(d) Renewal. This License remains in effect for the licensed term. Prior to the renewal invoice being issued, you will be contacted by J. J. Keller.
(e) Non-renewal. If you choose not to renew the License you must notify J. J. Keller that you do not want to renew access to SMS. Contact Us or your Sales Representative.
(f) Notwithstanding any of the above: (i) J. J. Keller may terminate this License without cause on ten (10) days notice (via email or otherwise) to you should SMS content or any component thereof no longer be available for whatever reason; such termination entitles you to a pro-rata refund. (ii) At J. J. Keller's sole discretion, J. J. Keller reserves the right to terminate the License of any Member who J. J. Keller believes has violated the terms or abused the intent of this License; including but not limited to posting profanities, hate speech, potentially libelous statements, marketing promotions or publishing third party content without permission; such termination does not entitle you to a refund of any License fees.
16. Agreement Binding On Successors
This License shall be binding on and shall inure to the benefit of J. J. Keller and their heirs, administrators, successors and assigns.
17. Waiver & Severability
No waiver by J. J. Keller or any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions.
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
This License and the rights and obligations hereunder may not be assigned by you or by operation of law, including, but not limited to, bankruptcy, assignment for benefit of creditors, collateral for a loan or satisfaction of a loan, without the prior written consent of J. J. Keller; provided, however, that this Agreement and the rights and obligations hereunder shall be freely assignable by J. J. Keller.
19. Changes to these Terms
J. J. Keller may change, revise, modify, add or remove any of these Terms at any time by updating this posting. You should visit this posting from time to time to review the then-current Agreement because your continued use of our Site after any changes to these Terms have been posted will be deemed acceptance of any revised terms. You agree that we shall not be liable to you or any third party for any modification or discontinuance of any materials, features, products, prices, services, information or the Site.
20. Applicable Laws
Our Site is controlled, operated and administered by J. J. Keller from offices within the State of Wisconsin. J. J. Keller makes no representation that materials on our Site are appropriate or available for use at other locations outside of the United States and access to them from territories where their content is illegal or restricted is prohibited. You may not use our Site or export its contents in violation of U.S. export laws and regulations. If you access our Site from a location outside of the United States, you are responsible for compliance with all local laws. These Terms shall be governed by the laws of the United States and of the State of Wisconsin, without giving effect to its conflict of laws provisions.
21. Entire Agreement
These Terms constitute the entire agreement between J. J. Keller and you with respect to your use of our Site. If for any reason a court of competent jurisdiction finds any provision of these Terms or any portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.
Notwithstanding the expiration or termination of this Agreement, all rights, obligations, and remedies which accrued prior to the termination or expiration of this License shall survive such termination or expiration. Specifically, Sections 5, 9, 10, 11 and 18 shall survive the termination or expiration.
If you have any questions regarding the use of SMS content, please Contact Us.
Report Unauthorized Use or Copying
Unauthorized copying of software and internet content is theft. Contact Us to report pirated content and software.
We respond to notices of alleged copyright infringement according to the process set out in the U.S. Digital Millennium Copyright Act.
Last Updated: April, 4 2019