By clicking "I Agree," "Accept," downloading the App, using the Services, or accessing or using the software, you confirm that: (a) you have read and understand this Master Service Agreement ("Agreement") and the End User License Agreement ("EULA"); (b) you are at least sixteen (16) years of age; (c) you are authorized by your employer or company ("Customer") to agree to this Agreement, utilize the Services, and use the software; and (d) you agree to be legally bound by this Agreement and the EULA. If you do not agree, do not access or use the Services or software.
This Master Services Agreement ("Agreement") is entered into as of the date of acceptance ("Effective Date") by and between QReport LLC, a Florida Limited Liability Company with its principal place of business at 235 SW 11th Place, Gainesville, FL 32601 ("Provider"), and the business entity accepting this Agreement ("Customer").
This Agreement governs Customer's access to and use of Provider's software-as-a-service platform and related services.
"Authorized Users" means Customer's employees, contractors, or agents authorized by Customer to use the Services, each of whom must be at least sixteen (16) years of age.
"Customer Data" means all data, content, or information submitted to, generated within, or processed through the Services by or on behalf of Customer or its Authorized Users.
"Documentation" means Provider's published user guides, technical documentation, and help materials.
"End User Terms" means Provider's end user license agreement and privacy policy applicable to individual Authorized Users.
"Order Form" means any ordering document, online plan selection, or subscription confirmation referencing this Agreement.
"Services" means Provider's hosted software platform, features, functionality, and related services made available to Customer.
This Agreement sets forth the general terms under which Provider makes the Services available to Customer. Specific commercial terms such as subscription tier, pricing, and duration are set forth in applicable Order Forms.
3.1 License Grant. Subject to this Agreement and payment of applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Services solely for Customer's internal business purposes.
3.2 Authorized Users. Customer may permit Authorized Users to access the Services for Customer's benefit only and in accordance with this Agreement and the End User Terms.
3.3 Devices. Authorized Users may access the Services using personal devices or devices provided by Customer. Customer is solely responsible for device security, configuration, and compliance.
3.4 Restrictions; Non-Competition.
Customer shall not, and shall not permit any third party to:
(a) reverse engineer, decompile, disassemble, translate, modify, adapt, or otherwise attempt to derive or discover the source code, object code, underlying structure, algorithms, architecture, trade secrets, or know-how of the Services or any software, models, or technology used to provide the Services, except to the limited extent such restriction is expressly prohibited by applicable law;
(b) copy, reproduce, distribute, sell, sublicense, lease, transfer, assign, timeshare, or otherwise exploit the Services except as expressly permitted under this Agreement;
(c) create derivative works of or based upon the Services;
(d) access or use the Services for the purpose of building, developing, training, enhancing, or supporting a product or service that is competitive with the Services;
(e) use any output, analytics, workflows, data structures, user interface elements, or other components of the Services to design, develop, or commercialize a competing product or service; or
(f) engage in, or assist any third party in engaging in, the development, marketing, or commercialization of any product or service that competes with the Services during the Subscription Term and for a period of two (2) years thereafter.
For purposes of this Section, a "competing product or service" means any software, platform, or service that provides substantially similar functionality, features, or use cases as the Services.
4.1 End User Acceptance. Each Authorized User must accept the End User Terms as a condition of access.
4.2 Age Restriction. Customer represents and warrants that no Authorized User under sixteen (16) years of age will use the Services.
4.3 Responsibility for Users. Customer is responsible for all acts and omissions of its Authorized Users.
5.1 Ownership. Customer retains all right, title, and interest in Customer Data.
5.2 Hosting. Customer Data is hosted on third party platform as outlined in Provider's Data Privacy Policy and can be modified at any time at Provider's discretion.
5.3 AI-Enabled Features. Certain features utilize third-party artificial intelligence services to generate workflows, procedures, checklists, analytics, and insights.
5.4 Aggregated, De-Identified Data; Model Training.
Provider may collect, use, modify, and create derivative works from aggregated and de-identified data derived from Customer Data for purposes of analytics, benchmarking, service improvement, product development, security enhancement, and training, fine-tuning, validating, and improving machine learning and artificial intelligence models.
All such data shall be processed so that it does not identify, and cannot reasonably be used to identify, Customer, its Authorized Users, employees, contractors, job sites, or operations. Provider shall implement commercially reasonable technical and organizational measures designed to prevent re-identification.
Provider may use such aggregated and de-identified data to train internal models and future third-party models integrated into the Services, provided that no such models are trained using identifiable Customer Data and no outputs are designed to identify or target Customer or its personnel.
5.5 Geolocation and Time Zone Data. Geolocation features are optional and controlled by Customer. Raw geolocation data is not stored by default. Time zone data may be stored.
5.6 Privacy Compliance. Provider will process personal data in accordance with its Privacy Policy. Customer is responsible for obtaining legally required consents.
5.7 Cookies. Authentication and session cookies are used for access control and security.
5.8 Mobile Privacy Disclosures. The App may collect device identifiers, crash logs, diagnostic information, usage data, geolocation data (if enabled), and other device-level information necessary for authentication, security, analytics, and service functionality. Such data is processed in accordance with Provider's Privacy Policy.
Provider does not sell personal information. Tracking for advertising purposes is not conducted without required user consent. Data collection practices comply with applicable Apple App Store and Google Play disclosure requirements.
6.1 Generated Content. The Services may generate workflows, procedures, checklists, recommendations, or analytics that may relate to workplace operations or safety.
6.2 No Compliance Assurance. Provider does not warrant that generated content complies with applicable laws or safety regulations, including OSHA.
6.3 No Controlling Employer. Customer acknowledges and agrees that Provider is not an employer, joint employer, controlling employer, or supervising employer for purposes of OSHA or any workplace safety law. Provider does not exercise control over Customer's employees, job sites, equipment, or safety practices.
6.4 Customer Responsibility. Customer is solely responsible for reviewing, validating, approving, and implementing any generated content and ensuring legal and regulatory compliance.
6.5 Assumption of Risk. Customer acknowledges that use of the Services and reliance on generated content is at Customer's sole risk.
7.1 Hosted Service Acknowledgment. Customer acknowledges that the Services are provided as a hosted, cloud-based software-as-a-service solution and are accessed over the internet. The Services may be subject to temporary interruptions, delays, performance issues, or unavailability due to maintenance, updates, upgrades, network connectivity issues, internet service provider failures, third-party service outages, security incidents, force majeure events, or other factors beyond Provider's reasonable control.
7.2 Maintenance and Updates. Provider may perform scheduled or unscheduled maintenance, updates, modifications, or enhancements to the Services, which may result in temporary service interruptions or changes in functionality. Provider has no obligation to provide advance notice of such interruptions unless otherwise expressly agreed.
7.3 No Guarantee of Availability. Provider does not guarantee that the Services will be uninterrupted, error-free, or continuously available, nor that any data or content will be transmitted without delay or loss.
7.4 Limitation of Liability for Interruptions. To the maximum extent permitted by law, Provider shall not be liable for any damages, losses, costs, or expenses arising out of or related to any service interruption, downtime, connectivity failure, delay, data transmission issue, or inability to access or use the Services, regardless of cause.
7.5 Exclusive Remedy. Customer's sole and exclusive remedy for any unavailability or performance issue of the Services is limited to the continuation or termination of the applicable subscription in accordance with this Agreement, and Provider shall have no further liability.
Customer shall pay all fees specified in applicable Order Forms. Subscriptions renew automatically unless canceled. Fees are non-refundable. Chargeback fees are the responsibility of Customer.
Provider retains all right, title, and interest in the Services, software, Documentation, and underlying technology.
THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.
Customer shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, and agents from and against all claims, damages, liabilities, penalties, fines, costs, and expenses (including attorneys' fees) arising out of or related to Customer's or Authorized Users' use of the Services, including generated workflows, procedures, or checklists and any workplace safety or regulatory matters.
Provider's total liability shall not exceed the fees paid by Customer in the twelve (12) months preceding the claim. In no event shall Provider be liable for indirect or consequential damages. Provider shall have no liability arising from lawful suspension, termination, account shutdown, or deletion of Customer Data pursuant to this Agreement.
This Agreement continues for the duration of active subscriptions unless terminated for material breach.
13.2 Suspension Rights. Provider may immediately suspend access to the Services, without prior notice, if Provider reasonably suspects illegal activity, fraud, security risk, regulatory violation, infringement of intellectual property, or violation of this Agreement.
13.3 Immediate Termination for Illegal Use. Provider may immediately terminate this Agreement or any subscription upon reasonable determination that Customer or its Authorized Users have engaged in illegal, fraudulent, or materially harmful conduct.
13.4 Data Deletion; No Restoration Obligation. Upon termination or permanent shutdown of Customer's account, Provider may permanently delete Customer Data after a commercially reasonable retention period. Provider has no obligation to preserve, restore, or provide access to Customer Data following permanent deletion, except as required by law. Provider shall not be liable for loss of data following termination.
13.5 Provider Discretionary Suspension or Shutdown; No Liability
Provider reserves the right, in its sole and absolute discretion, at any time and for any reason or no reason, to suspend, discontinue, modify, limit, or permanently shut down the Services, in whole or in part, with or without notice. In the event of a permanent shutdown, all Customer Data may be deleted without notice.
Customer acknowledges and agrees that Provider shall not be liable to Customer or any third party for any damages, losses, costs, or expenses arising out of or related to any such suspension, discontinuation, modification, limitation, shutdown of the Services or deletion of data, including but not limited to direct, indirect, incidental, consequential, special, exemplary, punitive, reliance, or lost profit damages, loss of revenue, loss of data, business interruption, or loss of goodwill, even if advised of the possibility of such damages.
To the maximum extent permitted by applicable law, Customer expressly waives any claims arising from Provider's exercise of its rights under this Section.
Provider may update this Agreement or related policies. Material changes require reacceptance.
This Agreement is governed by the laws of the State of Florida, and venue shall lie exclusively in Florida courts.
Provider shall process personal data on behalf of Customer solely to provide the Services and in accordance with applicable data protection laws, including GDPR and CCPA where applicable. Customer is the data controller and Provider is the data processor. Provider will implement reasonable technical and organizational safeguards. Upon termination, personal data will be deleted or returned unless retention is required by law.
17.1 Ownership and Rights. Customer represents and warrants that it and its Authorized Users own or have all necessary rights, licenses, consents, and permissions to upload, transmit, store, process, or share any data, documents, photographs, videos, checklists, or other content through the Services.
17.2 No Infringement. Customer represents that uploaded content does not infringe or misappropriate any intellectual property, privacy, publicity, or other rights of any third party.
17.3 Indemnification for Uploaded Content. Customer shall defend, indemnify, and hold harmless Provider from and against any third-party claims arising from uploaded content, including claims of intellectual property infringement, privacy violations, defamation, or unlawful use.
18.1 App Distribution. If Customer or Authorized Users access the Services via a mobile application distributed through the Apple App Store or Google Play Store ("App"), the following terms apply.
18.2 Apple-Specific Terms.
(a) This Agreement is between Customer and Provider only, not Apple Inc. ("Apple").
(b) Apple is not responsible for the App or its content.
(c) The license granted herein is limited to a non-transferable right to use the App on Apple-branded products owned or controlled by the user and subject to Apple's Usage Rules.
(d) Apple has no maintenance or support obligation.
(e) Apple shall not be responsible for addressing claims relating to the App, including product liability, legal compliance, or intellectual property claims.
(f) Apple and its subsidiaries are third-party beneficiaries of this Section and may enforce it.
18.3 Google Play Terms. Customer acknowledges that Google LLC is not responsible for providing support services for the App. Use of the App must comply with applicable Google Play terms of service.
18.4 Mobile Device Compliance. Customer and Authorized Users are responsible for ensuring compliance with applicable device manufacturer terms and wireless carrier agreements.
18.5 Mobile License Scope.
The App is licensed, not sold. Provider grants a limited, revocable, non-exclusive, non-transferable license to install and use the App solely in connection with authorized access to the Services. Provider reserves all rights not expressly granted.