TERMS & CONDITIONS
These Terms and Conditions (the “Terms”), together with any Order Form, are hereby incorporated by reference to represent the full legal agreement (the “Agreement”) between ROI Safety Services, including any affiliates, successors, subcontractors, or subsidiaries (“ROI”), and the other entity entering into the Agreement, including any affiliates, successors, or subsidiaries (“Customer” or “You” or “Your”). These Terms govern the products and services provided by ROI to Customer. ROI and Customer are each referred to herein individually as a “Party” or collectively as the “Parties.”
SERVICES. “Services” means the contracted products and services that are provided by ROI to Customer. These Services are described on Customer’s Order Form.
PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by ROI shall be determined by ROI and coordinated with Customer. Customer will rely on ROI to work as many hours as may be reasonably necessary to fulfill ROI’s obligations under this Agreement. At ROI’s discretion, ROI may engage subcontractors to perform some or all of the Services.
FEES. On time payment of fees is appreciated. Customers who pay the listed fee in full in advance of the service date specified on the Order Form will receive a refund of 10%. A late fee of 10% will be assessed as to Customers who do not pay the listed fee in full on the service date specified on the Order Form. To avoid burdening those Customers who pay promptly with the added costs ROI incurs as a result of late payments, ROI will assess a monthly late charge on statements not paid within thirty (30) days of the service date specified on the Order Form. The monthly late charge will be a maximum of 1.5% per month, compounded monthly, but will not exceed the maximum rate allowed by law on defaulted payments.
Certificates of completion will not be issued until all Services have been provided and all fees are paid.
Credit Card fees are not included in the fees listed on the Order Form. Customers who wish to pay by Credit Card will be charged a convenience fee of 4% per transaction.
Travel expenses are not included in the fees listed on the Order Form. Estimates for travel expenses will be provided in advance to Customers upon request. Customers are responsible for the timely and full payment of all travel expenses incurred on behalf of Customer. Payment of travel expenses is due within 30 days of invoicing.
Equipment rental fees are not included in the fees listed on the Order Form. Estimates for equipment rental fees will be provided in advance to Customers upon request. Customers are responsible for the timely and full payment of all equipment rental fees incurred on behalf of Customer. Payment of equipment rental fees is due within 30 days of invoicing.
All payments, including, but not limited to, service fees, Credit Card fees, travel expenses, and equipment rental fees, are non-refundable.
Any reductions in the number of agreed upon students does not alter the agreed upon fee.
CANCELATIONS. Cancelations must be made at least 48 hours prior to the service date listed in the Order Form. Although no refunds are provided for cancelations, Customers who provide timely notice of their need to cancel the scheduled Service will be allowed to reschedule the Service for a later date, but the new service date must be no more than 30 days from the original service date specified in the Order Form. A rescheduling fee of $400 may apply and Customers may be held responsible for any already incurred and non-cancellable fees, including travel expenses and equipment rental fees.
Customers who cancel with less than 48 hours notice, or who choose not to reschedule the Services, are responsible for payment of the entire fee listed on the Order Form, as well as any already incurred fees, including travel expenses and equipment rental fees. Payment must be made on or before the service date listed on the Order Form.
RELATIONSHIP OF PARTIES. ROI is an independent contractor hired to provide the Services to Customer. This Agreement does not create an employment, partnership, joint venture, or agency relationship and the Parties are not given authority to bind, or attempt to bind the other, to any agreement with any third-party.
INDEMNIFICATION. Customer agrees to release, defend, indemnify, and hold harmless ROI from any liability, claim, loss, obligation, injury, and/or charge asserted against Customer or ROI, or Suffered by Customer, including any defense expenses, attorney fees, legal costs, awards, and judgments arising from the Services, including, but not limited to, claims relating to injuries sustained by individuals who attended trainings and were injured after the conclusion of the trainings but were not employed by ROI, individuals who engage with active shooters, individuals who perform or receive First Aid, CPR, and/or AED, individuals who are exposed to blood borne pathogens, individuals handling hazardous materials, and individuals who operate machinery and are not being supervised or directed by ROI. Customer also agrees to indemnify ROI for any work, expenses, fees, charges, and costs, including any legal fees and costs, incurred by ROI for responding to any subpoena or discovery request, including appearing at a deposition, with regard to any litigation, claim, action, or proceeding involving Customer.
ATTORNEY’S FEES. In the event of any dispute arising out of this Agreement, including any action for declaratory relief or to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs.
CONFIDENTIALITY. Confidential Information refers to information about a Party, its customers, its employees, its training materials, and any other information that is not generally known outside of that entity and which is learned of in connection with the provision of Services to Customer, including, but not limited to: (a) policies, finances, and business plans; (b) customer data and private information collected from customers; (c) private employee information; (d) all techniques, methods, and strategies by which the Party develops, designs, markets, or distributes any of its products or services; and (e) all other proprietary information or trade secrets of a Party.
The Parties agree to and shall use reasonable efforts to keep Confidential Information confidential and, except as authorized by the other Party, neither Party shall, directly or indirectly, use Confidential Information for any reason except in a manner believed reasonable or appropriate to perform the Services under this Agreement.
These restrictions shall not apply to any Confidential Information that: (a) is or becomes available to the public through no breach of this Agreement; (b) was previously known by both Parties; (c) is received from a third-party free to disclose such information without restriction; (d) is independently developed without the use of the Confidential Information and not in performance of the Services; (e) is approved for release in writing by the other Party; (f) is required by law or regulation to be disclosed, but only to the extent and for the purposes of such required disclosure and only after providing the other Party with a timely opportunity to object to such disclosure.
OWNERSHIP OF INTELLECTUAL PROPERTY AND LIQUIDATED DAMAGES. ROI and Customer retain all rights in all intellectual property, including work product, processes, templates, techniques, images, artwork, illustrations, or other visual or written media respectively created prior to entering into this Agreement. All works created by ROI for Customer are the exclusive intellectual property of ROI, with the exception of incorporated works provided to ROI by Customer and created prior to entering into this Agreement. Customer shall have a temporary, non-exclusive, royalty-free license to use works created by ROI for Customer for the duration and scope of the Agreement and as otherwise granted by ROI. Customer shall not use, infringe upon, or appropriate any such intellectual property without the express written permission of ROI. In the event any of ROI’s intellectual property is subsequently reused, including at Customer locations not specifically contracted for, and/or modified in any respect by Customer without ROI’s prior written consent, Customer acknowledges and agrees that damages to ROI would be difficult, if not impossible, to quantify. Thus, in the event of such an injury ROI will be awarded triple the amount of the listed fees per violation as damages and may also seek to recover additional damages incurred, including reasonable attorney’s fees and costs.
TERMINATION. Either ROI or Customer may terminate this Agreement with sufficient written advance notice to the other Party. Upon termination, Customer shall pay any outstanding amounts owed, if terminated by Customer, or for any work already performed by ROI, if terminated by ROI.
CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the completion of the Services or the termination of this Agreement.
ENTIRE AGREEMENT. This Agreement constitutes the complete and final agreement between the Parties and supersedes any written or oral understanding, promise, or agreement that is not referred to or incorporated in this Agreement. Neither Party has relied on any representations, statements, promises, or agreements that are not expressly set forth or incorporated in this Agreement. All agreements, representations, covenants, and warranties concerning the subject matter of this Agreement are set forth herein in full or incorporated within.
AMENDMENT. This agreement may not be amended except in writing by both Parties.
SEVERABILITY. In the event that any provision of this Agreement is found to be invalid or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the Parties.
WAIVER. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
VENUE AND CHOICE OF LAW. The Parties agree that this Agreement is to be construed and interpreted in accordance with the laws of the State of California and that the commencement of any proceedings regarding this Agreement are to be brought, filed, or otherwise initiated solely in Orange County, California.
ARBITRATION. The Parties agree that any and all disputes arising out of or in any way relating to this Agreement, including, but not limited to, monies due under the Agreement and its existence, validity, or termination, shall be resolved according to California law, in conformity with the procedures laid out in the Federal Arbitration Act, and exclusively by binding arbitration before a single arbitrator with the Judicial Arbitration and Mediation Service (JAMS) and pursuant to the then existing arbitration rules at JAMS. If the Parties cannot agree upon the selection of an arbitrator, then JAMS shall appoint an arbitrator. The place of the arbitration will be Orange County, California, unless otherwise agreed upon by the Parties. The arbitrator shall provide detailed written findings of fact and conclusions of law in support of any award. The Parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the Parties expressly waive their right to file a class action or seek relief on a class basis. Customers may opt out and not be bound by the arbitration and class action waiver provisions by sending written notice to ROI. The notice must be sent prior to the first day of service or within 30 days of entering into this Agreement, whichever is sooner. If the Customer opts out of arbitration, ROI also will not be bound to arbitrate. The Parties further agree that the prevailing Party in any action or proceeding to enforce any right or provisions under this Agreement, including any arbitration or court proceedings, will be entitled to recover its reasonable costs and attorneys’ fees.
HEADINGS. The headings contained herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions herein.