Clear to Go, Inc.
a Michigan corporation
Software as a Service Agreement
This Agreement is between by and between ("CUSTOMER") and Clear to Go, Inc. ("CTG") and effective when agree to terms is checked and subscription is paid.
Software as a Service: CTG developed, owns, and offers subscriptions to its mobile application, CLEAR TO GO!, and related technologies that can assist CUSTOMER with the safer management and use of CUSTOMER'S business facilities. CLEAR TO GO!, CTG's technologies, and cloud-based platform (collectively the "GTG Network") allow CUSTOMER to pre-screen employees, contractors, vendors, guests, and other invitees that require access to CUSTOMER'S facility. CUSTOMER understands that that individuals, either personnel or visitors, seeking entry to its facility must register on the CTG Network and meet the criteria established by the CUSTOMER to gain entry to its facility. If CUSTOMER'S criteria are met through the individual's registration via the CTG Network, CUSTOMER authorizes and instructs CTG to issue such individual a digital badge with a unique QR Code ("Badges") that can permit, deny, or restrict access to Client facility. CUSTOMER shall have access to the CTG Network on a subscription basis with a fixed number of licenses issued to individuals upon CUSTOMER'S instructions.
Payment: The Monthly Subscription Price is due upon CUSTOMER'S acceptance of this Agreement. If CUSTOMER has not otherwise terminated its subscription in accordance with this Agreement, then the Monthly Subscription Price shall be due and payable the day after each anniversary date following the CUSTOMER'S initial acceptance of this Agreement. Customer may increase the number of licenses issued under its Agreement, the cost of which shall be prorated from the delivery date of such licenses to the renewal date.
Renewal: Unless CUSTOMER provides 7 days' written notice that it will not renew its subscription, CUSTOMER's subscription shall automatically renew at CTG' then applicable pricing terms of which CUSTOMER shall have had prior notice.
Payment Date: Following the initial acceptance of this Agreement, CUSTOMER shall pay the Montly Subscription Price charged on the first day following the renewal date unless the CUSTOMER cancels its subscription in accordance with the terms of this Agreement.
Pricing: Subscription and Licenses
CUSTOMER'S initial Monthly Subscription Price shall be calculated as follows:
$5.00 per license - employees, contractors, and facility staff ("Personnel)
$0.00 per license - visitors, vendors, invitees, and guests ("Visitors")
Note that if a Visitor uses a Badge more than 12 times in any 60 days period, then such Visitor shall be deemed Personnel and the appropriate license will be issued and prorated accordingly on CUSTOMER'S invoice.
Set up / On-Boarding: CTG shall assist CUSTOMER with set-up and access for their system administrator, managers, Personnel, or Visitors, if needed. CTG shall respond in a timely manner to material questions and issues regarding CUSTOMER'S use of the CTG Network.
Feedback : All Feedback is provided at the sole discretion of CUSTOMER. CUSTOMER hereby assigns to CTG all right, title and interest in the feedback or improvements suggested, including all intellectual property rights therein. If requested by CTG, CUSTOMER agrees to execute such further instruments as CTG may reasonably request confirming CTG's ownership interest in any ideas, improvement, or feedback.
Confidential Information. During discussions and mutual performance of the obligations in this Agreement, the parties may disclose to each other sensitive information, which may or may not have been identified at the time of disclosure as confidential, nevertheless, the parties agree to treat such information as confidential ("Confidential Information"). All Confidential Information will remain the sole property of the disclosing party, and the receiving party will have no interest in or rights to such Confidential Information except as necessary to accomplish the purposes of this Agreement. Except as authorized herein, each party agrees to maintain all Confidential Information of the other party in confidence, to not use or disclose any Confidential Information of the other party except as expressly permitted by this Agreement, to restrict access to the other party's Confidential Information to its employees and contractors who have a need to have access to the Confidential Information and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement, and to take all reasonable precautions to prevent any unauthorized disclosure of such information.
The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (a) is in the possession of the receiving party at the time of its disclosure and is not otherwise subject to obligations of confidentiality; (b) is or becomes publicly known through no wrongful act or omission of the receiving party; or (c) is received, without restriction, from a third party free to disclose it without obligation to the disclosing party.
No Warranty. CUSTOMER ACKNOWLEDGES THAT THE SERVICES AND ACCESS TO THE CTG NETWORK ARE PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER AGREES THAT CTG AND ITS AFFILIATES AND LICENSORS HAVE NO LIABILITY OF ANY NATURE AS A RESULT OF ANY USE OF THE PRODUCT.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CTG BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, CTG ENTIRE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF THE MONTHLY SUBSCRIPTION PRICE. CUSTOMER EXPRESSLY ACKNOWLEDGES THE ALLOCATION OF RISK SET FORTH IN THIS LIMITATION OF LIABILTY SECTION AND ACKNOWLEDGES THAT CTG WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
Governing Law and Venue: The parties agree that the laws of the State of Michigan shall govern the terms of this Agreement.
This Agreement constitutes the entire and only agreement between the parties for the services contemplated herein, and any prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
CTG SaaS Agreement - 2020