User Terms and Agreement

Effective April 1 2021

Our mission is to provide technology solutions that allow businesses operate more safely and more efficiently. Our technology is designed to improve safety, connect businesses, promote economic opportunity, get work and develop trusted relationships. 

Please refer to the definitions listed at the end of this agreement. 

These terms and agreement (together the “Agreement”) affect legal rights and responsibilities and create a legally binding contract between your business/company/organization/yourself (together “you” or “Customer”) and EHS (the holding company of SupplierLink). Please read the Agreement carefully. If you do not agree with this Agreement you should not use the site or Services. We recommend that you print and keep a copy of the agreement (and any other documents referred to in the agreement) for your reference. This agreement becomes effective as of the date you accept this Agreement (the “Effective Date”) and until you wish to terminate this Agreement pursuant to section 2.3 and 2.4.

This agreement applies to the services, apps, communications and software of Insight EHS Analytics Inc. including SupplierLink and all other services (together the “Services”), including the collection of data for those services.

You are entering into this contract with Insight EHS Analytics Inc. (“EHS” or also referred to as “we” and “us”).

You accept this agreement by clicking “Pay and Register”, “Join Now”, “Join SupplierLink”, “Join EHS”, “Sign Up” or similar, registering, accessing or using the services described herein (together “Registering”)

We may modify this Agreement or any policy from time to time. If we make material changes to it, we will provide you notice through our Services, or by other means, to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may close your account. Your continued use of our Services after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms as of their effective date.

1. Obligations & Restrictions

1.1 Your acceptance 

By accepting this agreement: (a) you acknowledge you are registering as a User with the Service and agree to be bound by all terms and conditions of this Agreement; (b) you consent to receiving certain electronic communications from us regarding product enhancements, account information, responses to client service requests and information related to your Account; (c) you are warranting and representing that all information that you submit is truthful and accurate and you will maintain the accuracy of such information and that you have the necessary licences, rights, consents, and permissions to post, submit and publish the Data; and (d) you further warrant that if you use or access the Service on behalf of a business, that you have the authority to bind that business, and your acceptance of the Agreement will be deemed an acceptance by that business. 

1.2 Your Account Access. Your registration will grant you access to the Service during the Term and, depending on the level of service, permit you to create and invite Users to the Service. You are responsible for all activities conducted under your Users’ logins and for your Users' compliance with this Agreement. User logins are for designated individuals and cannot be shared or used by more than one User, but any User login may be reassigned to another User as needed. You will be responsible for the confidentiality and use of User's passwords. You agree to use a strong password and keep it confidential. You and your organization shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify EHS of any unauthorized access or use of the Service and any loss or theft or unauthorized use of any User's password. 

Your use of the Service shall not include service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single User login, or time-sharing of the Service. You are responsible for anything that happens through your account.

You shall not and shall not permit any third party to: (a) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble the Service or any part thereof or otherwise attempt to discover any source code or modify the Service in any manner or form; (b) publish or share screenshots of the platform to display either your or any other account holder’s data or the general nature of the system; (c) participate in any manner or way to the building of or the advancement of a similar or competitive product; (d) use the Service in a manner that is contrary to applicable law or in violation of any third party rights of privacy or intellectual property rights; (e) publish, post, upload or otherwise transmit Customer Data that contains any viruses, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; (e) use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Service without prior written permission; (f) misrepresent your identity or attempt to use another’s account; (g)    develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the Services or otherwise copy profiles and other data from the Services; (h) override any security feature or bypass or circumvent any access controls or use limits of the Service; or (i) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services.

Depending on level of service, pursuant to the registration or account upgrade, you may be entitled to invite entities and organizations, to access the Service subject to the limitations set out by EHS for each Service (each, an “Invited Organization”). Subject to each Invited Organization’s acceptance of EHS’ Terms of Service Agreement, EHS will grant each Invited Organization limited access to the Service depending on the registration level. Any Invited Organization may upgrade its account to access a greater level of Service in its sole discretion.

2. Fees, Term, Termination, Deactivation and Survival

2.1 Fees. The use of the Service may be provided free of charge or for a Fee. The Fee and payment terms for the Service including all applicable taxes (the “Fee”) will either be paid by invoice or at the time of registration. Renewal terms will be invoiced or automatically charged to the credit card on file. We may store and continue billing your payment method (e.g. credit card) on renewals or for additional services you may buy. To avoid interruptions in your Services you will ensure your payment method (e.g. credit card) information is up to date. Your payment method automatically will be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel your account or subscription before the renewal date in accordance with the terms of this agreement. We will provide notifications of upcoming renewals to the services.

Failure to pay these fees will result in the termination of paid Services. Details of the renewal will be set forth in the Billing Notice and will be issued before the Billing Date. Except otherwise specified herein (a) Fees are based on services purchased, (b) Fees are calculated based on the size of your company for certain services, and (c) the payment obligations are non-cancelable and fees paid are non-refundable. You must notify us of any fee dispute within 15 days of the invoice date, and once resolved, you agree to pay those fees within 15 days. 

We reserve the right to update the price for the Service at any time, with prior written notice, price changes will be effective as of your next billing cycle. If you have used a discount code to register and pay, you agree that subsequent renewals will be processed at the full price as originally quoted or the updated price.   

2.2 Term. This Agreement will begin on the Effective Date and will automatically renew for additional one-year periods at the end of the current Term (each a “Renewal Period”) until deactivation in accordance with this Agreement or termination in accordance with this Agreement (Section 2.4). You may receive a reminder notice from us before the end of the current Term. 

2.3 Deactivation. If you are not satisfied with the Service, you can request to deactivate your access to the Service by providing 30 days written notice to [email protected] or by other electronic means available in the system. You may remain visible to Users on the Service after being deactivated or terminated. There may be an administrative re-activation fee applied to use the Service again. 

2.4 Termination. We may suspend your access to the Service without notice or liability if we determine, in our sole discretion, that you are acting or have acted in a way that is not in compliance with this Agreement, or which negatively reflects on or affects the Service, our prospects, our Users or our affiliates in any way. We may, in our sole discretion and without prior notice, terminate your access to the Service in any other circumstances where we determine this to be appropriate and/or necessary. We may suspend or terminate your Service if you do not pay undisputed fees. 

2.5 Survival. Sections 1.2, 4, 5, 6, 7, 8, 9 shall survive Termination or Deactivation.

3. Data 

3.1 Data Ownership. You retain ownership and all copyright of your Customer Data. You represent, warrant and covenant that: (1) you own the Customer Data you provide to the Service; (2) you have the right to provide it to us in accordance with the terms of this Agreement; and (3) the Data does not infringe or violate on any copyright, patent, trade secret or other proprietary right held by any third party.

You permit any data about you or from you, that you may or may not own, sourced from you or other organizations, to be made available and visible, with your authorization, to parties and users in the Service including, but not limited to WCB claims data, training records, COR audit data, assurance and insurance records. Except for the data visible in the publicly facing profile, we agree not to provide your entered and/or uploaded and/or integrated Data to any other User, unless you have otherwise expressly Authorized the User in the Service through the acceptance of a Profile Connection or a ShareSet invitation or have set your account to auto-accept invitations for any or all invitation types. You also accept that any of your users, with appropriate privileges, may accept these connections/invitations as well and that those users are in your control.

3.2 Data License. By submitting Data to the Service, you hereby: (a) grant EHS a worldwide, non-exclusive, royalty-free, transferable right and license/sublicense, to collect, host, store, cleanse, display, compile, analyze, reproduce, translate and distribute your Data, in whole or in part in various combinations, to work with your local association, form your profile, form your ShareSet(s) and dashboards and to fulfill the delivery of benchmarking/profile information/analysis to Users; and (b) grant Users of the Service the right to view and download Data and any documents you provide to the Service. Data downloaded by Users may be used for the following, but not limited to (1) completion of prequalification requirements; (2) insurance underwriting; (3) applications for insurance; (4) audits; (5) benchmarking in ShareSets; and (6) use by your advisory services including your safety association.

3.4 Data Permissions

The Service does not require you to share data via a profile connection or a ShareSet, however, you may participate in profile connections in SupplierLink or participate in one or more ShareSets as a ShareSet Participant or ShareSet Owner depending on your Subscription Level. Upon invitation to share your profile or invitation to a ShareSet, you will be notified. If it is a Profile Connection invitation and you agree, other users will be able to see the profile of your firm. If it is a ShareSet invitation, it will show the established ShareSet Parameters and you must review and accept the ShareSet invitation outlining the ShareSet Parameters before becoming a ShareSet Participant and prior to any disclosure of Your Data in such ShareSet to such ShareSet Participants. You expressly consent to the disclosure of all of your Profile Data when you accept a Profile Connection invitation. Upon acceptance of a ShareSet invitation, you expressly consent to the disclosure of specified Customer Data in such ShareSet to such ShareSet Participants. Also, because the Services include valuable insight as a result of data aggregation from a large volume of customers’ data, EHS may use anonymized data for product enhancement, database analysis, and in working with third parties.

4. Confidentiality. All Data entered and/or uploaded into the Service will be handled and protected with confidentiality. EHS will not without prior written or electronic consent, except as is otherwise specified in this agreement, disclose or distribute your raw uploaded data in any manner other than in the delivery of the Service to Users. EHS Data and SupplierLink Data derived from your Data is not confidential information. 

For purposes of this Agreement, "Confidential Information" means any and all information, technical or business documents and material, including without limitation, any proprietary or intellectual property, trade-secrets, trademarks, whether tangible or intangible, expressed in writing or verbally, all data of other EHS customers accessible to you through the Services (including data accessible and visible via a Profile Connection, ShareSets or charts and visualizations based on ShareSet data), all communication between the Parties regarding the Service, any information that is actively identified at delivery to the Recipient at the time of disclosure as confidential and disclosed by one party (the “Discloser”) to the other party (the “Recipient”) or otherwise accessed or created by the Recipient in connection with this Agreement and the Service (collectively, “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the party receiving such Confidential Information; (4) the receiving party becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the receiving party; or (5) is the name of the organizations or users having access to the Services.

Each party agrees: (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information to any third party except to the extent necessary to perform its obligations or exercise rights under this Agreement, (c) to protect the confidentiality thereof in substantially the same manner as it protects the confidentiality of similar information and data of its own. Either party may disclose Confidential Information to its directors, officers and employees only on a “need to know” basis to the extent necessary to perform its obligations or exercise rights under this Agreement, provided that such directors, officers and employees are informed of the confidential nature of the information and agree to comply with the confidentiality obligations of this Agreement. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services in connection with the performance of this Agreement. EHS may permit access to Customer’s Confidential Information contained in a ShareSet or in a Profile in accordance with Section 3.4. Notwithstanding the foregoing, this Section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority or regulation, provided that the Recipient delivers prompt notice to the Discloser of such requirement or court or governmental order to allow the Discloser the opportunity to seek an injunction or other protective orders to prevent such required disclosure.

5. Governing law. The Service is provided and directed only to those operating in Canada and their operations therein. These terms of use and all disputes or other matters arising out of your use of the Service will be governed by the laws of the Province of Alberta and the federal laws of Canada. The parties agree to irrevocably and unconditionally attorn and submit to the jurisdiction of such Alberta court. 

6. EHS Intellectual Property Rights. 

Customer agrees that all rights, title and interest in and to all intellectual property rights in the Service and all modifications, improvements, extensions, customizations, scripts or other derivative works of the Service provided or developed by EHS are owned exclusively by EHS and any other intellectual property arising in, from, or in connection with Customer’s relationship with EHS shall remain the sole and exclusive property of EHS. EHS encourages Customer to provide work product, feedback, recommendations and suggestions. However, all such work product, feedback, recommendations and suggestions shall be subject to an exclusive royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license for EHS’s use for any purpose, without compensation to Customer. Trade-marks, service marks, logos and product and service names of each party (collectively the “Marks”) is the sole property of such party. Each party agrees that the other may display or use the Marks of the other party in an appropriate manner without such other party's express prior written permission, but solely in accordance with the intent and actions associated with the fulfilment of this agreement.

7. Disclaimer of Warranties. EHS DOES NOT MAKE ANY WARRANTIES, CONDITIONS, REPRESENTATIONS OR GUARANTEES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY, COMPLETENESS, USEFULNESS, SAFETY, OR INTELLECTUAL PROPERTY RIGHTS OF OR RELATING TO ANY DATA, WITH RESPECT TO THE SERVICE, AND ARE NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS OR FOR THE RESULTS OBTAINED FROM THE USE OF THE DATA. 

EHS DOES NOT REPRESENT THAT YOUR USE OF THE SERVICE, INCLUDING THE DATA CONTAINED THEREIN, WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICE AVAILABLE (INCLUDING BUT NOT LIMITED TO THE INTERNET, CLOUD HOSTING, OTHER TRANSMISSION NETWORKS, AND CUSTOMER'S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES EXPRESSLY SET OUT HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY EHS. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. EXCEPT AS EXPRESSLY SET OUT HEREIN, THE SERVICE IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND IS FOR YOUR INTERNAL BUSINESS USE ONLY. EHS EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES.

8. Exclusion of Liability

To the fullest extent permitted by law (and unless EHS has entered into a separate written agreement that overrides this contract), EHS, including its affiliates, subsidiaries, and related companies, and their employees, officers and directors (together “EHS Parties”) will not be liable in connection with this agreement for all costs, damages, business interruption, lost profits, lost business opportunities, lost customers, reputation (e.g., offensive or defamatory statements), loss of data (e.g., down time or loss, use of, or changes to, your information or content) or any indirect, incidental, consequential, special or punitive damages.

EHS Parties will not be liable to you in connection with this agreement for any amount that exceeds the lesser of (a) the total fees paid or payable by you to EHS for the services during the term of this contract, if any, or (b) CAD $500.

The essential purpose of this provision is to limit the potential liability of the parties arising from this Agreement. The parties acknowledge that the limitations set forth in this Section are integral to the amount of fees charged in connection with making the Service available to you and that, were EHS Parties to assume any further liability other than as set forth herein, such fees would of necessity be set substantially higher.

9. General Provisions. 

This Agreement shall enure to benefit and bind the parties hereto, their successors and assigns. There are no third-party beneficiaries to this Contract. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although EHS reserves the right to name Customer as a user of the Service and display Customer’s Marks on its website. If a court with authority over this Contract finds any part of it unenforceable, you and EHS agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and EHS agree to ask the court to remove that unenforceable part and still enforce the rest of this Contract. This Contract is the only agreement between us regarding the Services and supersedes all prior agreements for the Services. If EHS doesn't act to enforce a breach of this Contract, that does not mean that EHS has waived its right to enforce this Contract. You may not assign or transfer this Contract without our written consent. However, you agree that EHS may assign this Contract to its affiliates or a party that buys it without your consent. You agree that the only way to provide us legal notice is at the addresses provided in Section 12

10. Storage. The Service utilizes cloud storage and it is important to note that any information you provide us with may be transferred to the United States of America and Canada. 

11. Availability. We will make commercially reasonable efforts to ensure that the Service will be available 24 hours a day and 7 days a week, except for (i) scheduled down-time for maintenance, advanced notice will be provided if the duration exceeds 30 min during business hours and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay. 

12. Contact us. If you have any questions concerning this Agreement, please contact us at [email protected].

13. Definitions

“Account” means a licence entitling the User to access the Service during the Term. 

“Authorized” or “Authorization” means the Users that you have selected in the Service authorization settings to view and download your Data entered into the Service ``

“Billing Date” means the date you will be charged for using the Service.
“Billing Notice” means the electronic communication specifying the service to be provided to User including Billing Date, Term and the fee. 

“Customer Data” -  data that you upload, enter or post to the Service and any data integrated into the service from either your internal systems (including data you may cloud store) or integrated data from any other source such as one of your vendors whom you have given your permission to transmit your data to EHS

“SupplierLink Data” means the information and data which results from the analysis and aggregation of data, including but not limited to the Risk Score, Safety Score or other type of evaluative benchmark. 

“EHS Service or the Service” means the website, application and services accessible at some variant of:  ehsanalytics.com, ehsanalytics.ca, SupplierLink.ca, SupplierLinksk.ca etc. 

“EHS Data” means the information and data which results from the analysis and aggregation of Data, including but not limited to the Risk Score, Safety Score or other type of evaluative benchmark. 

“Profile Connection” or “Profile Connection” – need to define.

“Profile Data” means the Customer Data contained in your SupplierLink Profile.

“Risk Score” means the numeric score assigned to a subcontractor by EHS which is intended as a guide to Users for assessing the execution ability of the supplier. 

“Safety Score” means the numeric score assigned to a subcontractor by EHS which is intended as a guide to Users for assessing the safety risk of the supplier.

“ShareSet Data” means the information and data which results from the analysis and aggregation of data of participants in a ShareSet. 

“ShareSet Participant” means a User of the Service that has agreed (through the acceptance of a ShareSet Invitation) to participate in a ShareSet either by contributing data, consuming data or both.

“ShareSet Owner” means a User of the Service that has created a ShareSet and invited participants.

“ShareSets” means a view of ShareSet Owner and/or ShareSet Participant data. 

“Subscription Level” means the assemblage of services either provided to the User or chosen by the User through an order form, electronic selection, or through a request to EHS support. 

“Term” means the start and end dates for using the Service on an annual basis. 

“User” or “Users” means individuals You have authorized to use Your account or any company, organization, firm or their representative that accesses, uses, subscribes to and/or participates in the Service in any manner. 

“we,” “us” or “our” as applicable, means Insight EHS Analytics Inc.

“you” or “your” or “Customer” as applicable, means the User entering into an agreement with EHS for access to the Service by Registering, and if such registration is made on behalf of a business, means that business or on behalf of any other organization, means that organization.

The following terms are defined in the agreement above in the sections identified below:

“Agreement” – Introduction Page

“Registering” – Introduction Page

“EHS”, “We”, “Us” – Introduction Page

“Services” – Introduction Page

“Confidential Information” – Section 4

“Discloser” – Section 4

“Recipient” – Section 4

“Marks” – Section 6

“EHS Parties” – Section 8