Terms Of Use

Your Acceptance

Thank you for choosing to use CheckApp’s products and services.

1. This agreement (Agreement) governs any CheckApp products and services (Services) provided to you through the CheckApp websites at Check-App.net (Site), online application suite (CheckApp Platform) or that CheckApp otherwise provides or makes accessible to you and the seats (being the named individual users of the Services) that you nominate (End Users). This Agreement does not apply if you have executed a hard copy agreement with CheckApp for the provision of the Services.
2. This Agreement is between Raysan Telecommunication & Information Technology (CheckApp) and the person or entity agreeing to these terms (you).
3. You warrant that you are over the age of eighteen and have the power and authority to enter into and perform your obligations under this Agreement. If you enter this Agreement on behalf of your company, then “you” in the remainder of this Agreement means your company, and you warrant that you are properly authorized to bind your company to this Agreement.
4. You agree to the terms of this Agreement when you submit an Order, create an account on the Site or CheckApp Platform or clicking on the “I agree” button that is presented to you at the time of submitting your Order. If you do not agree with this Agreement, do not click the “I agree” button and stop using and uninstall the Services. The Agreement becomes binding on the date that CheckApp accepts your Order or first makes the Services available to you, whichever is earlier (Commencement Date).

Scope

1. This Agreement comprises of:
1. these terms and conditions (General Terms);
2. the terms specified in the relevant order form completed pursuant to section (12) (Order);
3. the terms applicable to each Service set out in product of this Agreement (CheckApp Product);
4. the Privacy Policy, Acceptable Use Policy, Site Terms and Conditions, and any other CheckApp policies and attachments posted on the Site or CheckApp Platform, each of which may be modified from time to time (CheckApp Policies).
2. This Agreement comprises of:

Services

1. The Services include:
1. all services, technology, data, information, programs, material and other content that CheckApp makes accessible to you through the Site or the CheckApp Platform, including on any desktop, mobile telephone or handheld device (Device) owned or controlled by you or your End Users (Subscription Services); and
2. any other services that CheckApp otherwise provides to you, but excludes:
3. data, information, templates, content, code, video, images or other materials or information of any type that you upload to the CheckApp Platform, or otherwise provide to CheckApp in connection with the Services (Your Data);
4. Your Modifications (as defined in section (8)(a));
5. shared materials created by CheckApp, you or other users of the Services that are published or made accessible through the Site and CheckApp Platform, including in the “Public/Template Library” (Shared Materials); and
6. Sensor Hardware supplied by CheckApp in accordance with the Sensor Product Module.
2. CheckApp reserves the right to make changes to the Subscription Services in its sole discretion from time to time, including the functionality, performance, user interface, usability, and the service description published on the Site or that CheckApp provides to you (Service Description), and you agree that this Agreement will apply to any changes or updates to the Subscription Services. Subject to CheckApp’s obligations under existing Orders, CheckApp may discontinue any Service in whole or part at any time without notice or liability to you.
3. CheckApp will make the Subscription Services available to you and your End Users solely for your internal business operations during the subscription period specified in your Order (Subscription Term) and in accordance with any usage restrictions specified in the applicable Order and Product Module.
4. Unless permitted by law or as otherwise expressly permitted in this Agreement, you must not (nor may you authorize any third party to):
1. rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise provide access to the Subscription Services to a third party;
2. reproduce, modify, adapt, or create derivative works of, the Subscription Services or remove or tamper with any disclaimers or other legal notices in the Subscription Services;
3. reverse engineer, disassemble, decompile, transfer, exchange or translate the Subscription Services or otherwise seek to obtain or derive the source code or API;
4. incorporate the Subscription Services into any service that you provide to a third party; or
5. use the Subscription Services to provide services, or to create a service that competes with the Subscription Services.
5. You must promptly notify CheckApp in writing of any breach of the above conditions of use.
6. You are solely responsible for ensuring that your Devices and systems are compatible with the Subscription Services and meet any minimum requirements specified in the applicable Service Description.

No-Charge Services

CheckApp may offer certain Services to you at no charge, including free accounts, trial use, and access to pre-release and beta products (No-Charge Services). Your use of No-Charge Services is subject to any additional terms that CheckApp specifies and is only permitted for the period designated by CheckApp, or if no such period is designated, 30 days. CheckApp may terminate your right to use No-Charge Services at any time and for any reason in CheckApp’s sole discretion, without liability to you.

Your Accounts

1. You must register an account in order to access or receive Services and to receive notices and information from CheckApp (Customer Account).
2. All End Users must establish a named account on the CheckApp Platform (End User Account).
3. You may specify one or more administrators who may elect to have password protected rights to access administrative account(s) (Admin Account(s)) to administer the Subscription Services and End User Accounts.
4. You are responsible for your Customer Account and all End User Accounts and Admin Accounts under your Customer Account (together, Your Accounts). Your responsibilities include:
1. maintaining the confidentiality of the passwords associated with each of Your Accounts;
2. ensuring that only those individuals authorized by you have access to Your Accounts; and
3. ensuring that all activities that occur in connection with Your Accounts comply with this Agreement.

Intellectual Property Rights

1. CheckApp and its licensors have and retain all rights, title and interest, including all intellectual property rights, including copyright, trade or service marks, designs, patents, rights in circuit layouts, domain names and trade names anywhere in Saudi Arabia in and associated with the Services.

Integration with Third Party Products

You may choose, in your sole discretion, to integrate the Services with third party products or services (Third Party Products). If you choose to use any Third Party Products in connection with the Services, CheckApp may provide such third parties access or use of Your Data to the extent required for the interoperation of the Services with the Third Party Product. Your use of any Third Party Product will be subject to the applicable agreement between you and the relevant third party provider. CheckApp is not responsible for any access to or use of Your Data by such third party providers. CHECKAPP DISCLAIMS ALL LIABILITY FOR ANY THIRD PARTY PRODUCTS AND FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OF THIRD PARTY PRODUCTS.

Your Data and Your Modifications

1. To the extent permitted by the functionality provided by a Subscription Service, you may modify a template, training course or incident workflow in the Subscription Services for the purposes of developing customizations and additional features of a template, training course or incident workflow (Your Modifications).
2. If you elect to publicly share any of Your Data or Your Modifications with CheckApp or other users through the functionality provided by the Subscription Services (Your Shared Materials), you grant CheckApp and each other user that downloads Your Shared Materials a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license (including the right to sublicense) to use, develop, modify, reformat, publish, distribute to third parties, and exercise any other Intellectual Property Rights you have in Your Shared Materials.
3. You warrant that Your Data and Your Modifications (including any of Your Shared Materials):
1. are not unlawful, defamatory, offensive, obscene, harmful, of bad taste, or inappropriate;
2. comply with the CheckApp Policies, including the Acceptable Use Policy;
3. are not false, misleading or inaccurate;
4. do not infringe third party rights (including Intellectual Property Rights);
5. comply with all applicable laws; and
6. are not infected with viruses or any other malicious computer code, files or programs.
4. You must indemnify, defend and hold CheckApp and its affiliates, service providers, officers, employees, contractors and customers (those indemnified) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees) arising out of or in connection with any claim brought against those indemnified by a third party relating to Your Data or Your Modifications (including any of Your Shared Material), including but not limited to any claim relating to infringement of law or the rights of a third party (including Intellectual Property Rights), or representations or warranties that you make about Your Data, Your Modifications or the Services. CheckApp agrees to provide: (i) prompt written notice to you of any such claim; (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably necessary cooperation of CheckApp at your expense.

Downloading Shared Materials

If you download Shared Materials, to the extent permitted by law:

1. your use of Shared Materials is at your own risk;
2. CheckApp excludes all liability to you and any third party in respect of your use of Shared Materials; and
3. it is your responsibility to assess (and if necessary, obtain professional advice on) the suitability of Shared Materials for your purposes and any modifications required to meet those purposes.

Confidentiality

1. In this Agreement, Confidential Information of a party means information of a confidential nature including information about its business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include any Shared Materials, or any other information which is in the public domain other than through a breach of confidence.
2. Each party (Recipient) must keep confidential and not disclose to any third party Confidential Information of the other party, with the exception that a Recipient may disclose such Confidential Information:
1. to:
1. a third party with the prior written consent of the other party; and
2. a third party with the prior written consent of the other party; and
2. where the Recipient is legally compelled to do so by any government or any governmental, administrative, regulatory, fiscal or judicial body, department, commission, authority, tribunal, or agency, provided that it first uses commercially reasonable efforts to give the other party written notice prior to disclosure if permitted by law.
3. Each party must only use Confidential Information of the other party for the purpose for which it was disclosed in connection with this Agreement.

Privacy

1. CheckApp will take reasonable steps to ensure that Personal Information within Your Data is secure from unauthorized access, use or disclosure and will treat any Personal Information collected from you in accordance with the CheckApp Privacy Policy.
2. You are responsible for ensuring that you have obtained all individual consents required for CheckApp to provide the Services in respect of any Personal Information contained within Your Data, including from your End Users.

Orders

To use the Services you must complete an Order by either:

1. completing the online order page (Online Order) located on the Site which contains details of:
1. the Services being ordered;
2. the applicable fees (Fees);
3. the number of paid End User Accounts that will form part of your organization in respect of Subscription Services (if applicable);
4. the Subscription Term applicable to any Subscription Services;
5. the applicable billing details, and the currency in which you will be billed; and
6. if applicable, details of any Sensor Products or other products made available by CheckApp in the future you wish to order; or
2. execute a paper-based quote or order form (Quote/Order Form) provided by CheckApp which sets out the relevant information in section (12)(a).

Billing and Payment

1. You must pay all Fees for the Services in accordance with the rates and currency set out in the applicable Order(s). Other than where expressly provided for under this Agreement, all Fees are non-refundable, non-cancellable and non-creditable.
2. You will be billed the Fees in accordance with the Order as follows:
1. for Subscription Services, you must elect one of the following billing cycle options:
1. a Monthly Plan, in which case you will be billed the applicable Fees monthly in advance; or
2. an Annual Plan, in which case you will be billed the applicable Fees annually in advance; or
2. for Services other than Subscription Services, you will be billed the applicable Fees in accordance with the payment milestones specified in your Order, or if none are specified, in advance upon submitting the relevant Order. Services other than Subscription Services may be charged on a “fixed-fee” or “time and materials” basis, as specified in the relevant Order.
3. Your Order, and any other amounts owing to CheckApp will be billed using one of the following methods (as specified in your Order):
1. by direct debit of your credit card or debit card (Direct Debit), in which case you authorize CheckApp to debit you in the month prior to the commencement of the annual or monthly billing cycle (as applicable);
2. by issuing an invoice in accordance with the billing cycle or payment milestones specified in your Order (Invoiced Payments). You must pay any Invoiced Payment within thirty (30) calendar days after the date of invoice; or
3. by such other forms of payment that CheckApp makes available on the Site, which may be subject to additional terms and conditions.
4. If you dispute any invoice or charge that CheckApp has billed you (acting reasonably and in good faith) you must notify CheckApp of the dispute without unreasonable delay.
5. You are responsible for any duties, customs fees, or taxes (other than CheckApp’s income tax) associated with the supply of the Services or any other goods or services provided by CheckApp to you, including any VAT, GST or other applicable sales tax, and any related penalties or interest (Taxes), and you will pay CheckApp for the Services without any withholding for Taxes. If CheckApp is required to collect or pay Taxes, the Taxes will be invoiced to you. You must provide CheckApp with any information CheckApp reasonably requests to determine whether CheckApp is obliged to collect Taxes from you, including your relevant Tax identification number.

Warranties and Limitation on Liability

1. CheckApp warrants that:
1. Subscription Services (other than No-Charge Services) will conform in all material respects with the applicable Service Description for the duration of the Subscription Term; and
2. CheckApp will use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials (Malicious Code) into the Services. To avoid doubt, CheckApp is not responsible for any Malicious Code introduced by third parties, or by you or your End Users. Provided that you notify CheckApp in writing of any non-compliance under this section (14)(a) promptly after becoming aware of such non-compliance, CheckApp will use commercially reasonable endeavors to correct the non-compliance within a reasonable period. If CheckApp has not remedied the non-compliance by the date that is forty-five (45) days after your written notice, either party may terminate the affected Services. THIS SECTION (14)(a) CONSTITUTES YOUR EXCLUSIVE RIGHTS AND REMEDIES, AND CHECKAPP’S SOLE LIABILITY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF WARRANTIES REQUIRED BY STATUTE, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
2. Except as expressly stated in this Agreement or required under any applicable law, the Services and any other goods or services provided by CheckApp to you are provided on an “as is” basis, and CheckApp does not make any representation or warranty (express or implied) in respect of the Services or any other goods or services provided by CheckApp to you
3. To the maximum extent permitted by law, in no event will CheckApp be liable to you or any third party in connection with this Agreement, whether in contract, tort, equity, statute or otherwise for:
1. your misuse of the Services, acts or omissions of your personnel;
2. Service outage or interruption, or any damage or losses, arising from networks or websites outside of CheckApp’s control;
3. any injury, damage to property, or loss to any person in relation to your use of the Services;
4. subject to section (11), breach of any law applicable to your business activities, including but not limited to any work health and safety or food safety law, in connection with your use of the Services; or
5. loss of profits, loss of revenue, loss of anticipated savings, loss of use, loss or corruption of data, costs of delay or procurement of substitute or replacement goods and services, business interruption, failure of security mechanisms, loss of goodwill, and any other form of indirect, incidental, special or consequential or punitive damages.
4. To the maximum extent permitted by law, in no event will either party’s aggregate liability for any claims in connection with this Agreement exceed the total Fees actually paid by you under this Agreement during the twelve month period immediately prior to the event giving rise to the liability.

Term and Renewal

1. This Agreement commences on the Commencement Date and expires when all Subscription Terms have expired, and all other Orders have been completed, unless otherwise terminated in accordance with this Agreement (Term).
2. Unless otherwise set out in the relevant Order, each Subscription Term will automatically renew for periods equal to the initial Subscription Term at the then-current rates unless:
1. you elect not to renew your Subscription Term by providing written notice to CheckApp at least 30 days prior to the expiry of the then-current Subscription Term, in which case your subscription will expire at the end of the then-current Subscription Term; or
2. CheckApp provides you notice that the Subscription Term will not renew at any time prior to the expiry of the then-current Subscription Term, in which case your subscription will expire at the end of the then-current Subscription Term.

Termination and Suspension

1. You may terminate Subscription Services at any time by following the online process specified on the Site for cancelling your Subscription Term. If you choose to terminate this Agreement in accordance with this clause, you will not be entitled to any credits or refunds as a result of such termination.
2. Either party may terminate this Agreement in whole or part, including any particular Order(s), immediately upon providing notice to the other party if:
1. the other party is in material breach of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach; or
2. if the other party ceases to operate, has an administrator appointed, enters a deed of company arrangement or other form of administration involving one or more of its creditors, is subject to an order that it be wound up, declared bankrupt, or that a liquidator or receiver be appointed, or otherwise becomes insolvent or is unable to meet its financial obligations.
3. CheckApp may suspend the Services (including any of Your Accounts) immediately without providing you notice, or terminate this Agreement in whole or part, including any particular Order(s), immediately upon notice to you, if:
1. you are in material breach of this Agreement more than two times during the Term notwithstanding any cure of such breaches;
2. you have failed to pay any Fees within sixty (60) days after the relevant due date;
3. you infringe CheckApp’s Intellectual Property Rights; or
4. your use of the Services breaches any applicable law or any of the CheckApp Policies.
4. If CheckApp suspends your use of the Services pursuant to its rights under this Agreement:
1. CheckApp will continue to charge you Fees during the suspension period and you must pay any outstanding Fees prior to CheckApp resuming the provision of the Services; and
2. CheckApp may, in its sole discretion, refuse to resume the provision of the Services until it is satisfied that you have cured the breach which caused the suspension to CheckApp’s reasonable satisfaction.

Consequences of Termination

1. Upon the date that this Agreement or any Order expires or is terminated, then:
1. subject to any further access to the Subscription Services granted by CheckApp under section (18)(b)(ii), you and your End Users must cease all access and use of the relevant Subscription Services, Your Modifications and any Shared Materials;
2. if the Agreement or any Order is terminated:
1. by you for CheckApp’s breach, then CheckApp will refund any prepaid, unused Fees that relate to the terminated Subscription Services; or
2. by CheckApp for your breach, then you must pay to CheckApp any and all outstanding Fees due for the remaining duration of any Subscription Term, which will become immediately due and payable upon termination;
3. you must delete any software or other materials that CheckApp has provided to you, or made accessible for download by you, for use in connection with the Services (including any Shared Materials) from any Devices; and
4. you must return, or if requested by CheckApp, destroy all of CheckApp’s Confidential Information in your possession or control and provide written certification to CheckApp that you have done so.
2. Within thirty (30) days after the effective date of expiry or termination of this Agreement, you must notify CheckApp if you would like Your Data returned to you or deleted. If you notify CheckApp that you elect to have Your Data:
1. deleted (or fail to provide CheckApp notice of your election), then CheckApp will delete Your Data by removing pointers to it on CheckApp’s active and replication servers and overwriting it over time; or
2. eturned, CheckApp will, at your election, use commercially reasonable endeavors to deliver Your Data to you, or provide you access to the relevant Subscription Service (other than a No-Charge Service) to access Your Data for a period of up to 30 days following the date of termination or expiry provided that you continue to pay CheckApp the then-current rates for the applicable Subscription Services in respect of that period.
3. The following provisions will survive any termination or expiration of this Agreement: sections (8)(c), (8)(d), (9), (10), (13), (14), (17), (19) and any other sections which by intent or meaning have validity beyond termination or expiration of this Agreement.

Amendments

CheckApp may update or modify the terms of this Agreement from time to time, including the CheckApp Policies and any other referenced documents (including the Service Descriptions) to respond to changes in CheckApp’s products, services, business or as required by law, by giving notice to you. If an update or modification to the terms of this Agreement materially reduces your rights, you may terminate this Agreement upon providing notice to CheckApp within 30 days after the date of CheckApp’s notice to you under this section, with such termination to be effective on the date of your notice or the effective date of the update or modification, whichever is later.

General

1. Unless otherwise agreed in your Order, this Agreement is governed by the laws of Saudi Arabia and the parties agree to submit to the exclusive jurisdiction of the courts in Saudi Arabia.
2. If any provision of this Agreement is held to be invalid, illegal, or unenforceable that provision shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable and the remainder of this Agreement will be construed in a manner as to give greatest effect to the original intention of this Agreement.
3. The failure of either party to exercise any right provided in this Agreement in any instance will not be deemed to be a waiver of such right.
4. Except where an exclusive remedy is specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
5. Other than in respect of an obligation to pay any Fee or other amount, neither party will be liable for non-performance or inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, pandemic, riot, labor condition, governmental action, power interruption, telecommunication, data and internet disturbance) that was beyond the party’s reasonable control (Force Majeure Event).
6. Your use of any website or software that is not provided by CheckApp to access or download the Services will be governed by the terms and conditions applicable to that website or software. CheckApp is not responsible for any consequences resulting from the use of such website or software, including but not limited to any damage to your property, including your Device, or the transfer of any computer virus or similar malicious code, except to the extent such consequences are caused by the Service.
7. Any notices to you may either be posted on the Site or CheckApp Platform, or given in writing (which may be by email) to the address last notified by you to CheckApp. Any notices to CheckApp, and any questions, concerns or complaints relating to the Services must be in writing and addressed to:
   1. support@check-app.com , if the inquiry is related to privacy or your Personal Information;
   2. support@check-app.com , if the inquiry is related to support or billing; or
   3. for all other enquiries, the Enquiry Officer in CheckApp given by email to: support@check-app.com
8. You agree to use your commercially reasonable endeavors to resolve any dispute arising out of or relating to this Agreement with CheckApp prior to resorting to any external dispute resolution process or court proceedings.
9. This Agreement, and any rights granted hereunder, must not be transferred or assigned by either party (assigning party) without the prior express written consent of the other party, except:
   1. to a third party participating in a merger with, or acquisition of the assigning party; or
   2. in respect of CheckApp, to any of CheckApp’s affiliates or subsidiaries.
10. This Agreement contains the entire understanding between the parties regarding the subject matter of this Agreement. To avoid doubt, resellers of the Services are not authorized to modify the terms of this Agreement or make any representations, undertakings or other legally binding commitments on behalf of CheckApp.

CheckApp Product

1. General
   1. The terms of this CheckApp Product Module apply to CheckApp Services.
   2. CheckApp Services means the provision of the online Subscription Service known as CheckApp available through the CheckApp Platform, as further described in the Service Description at https://check-app.net
2. CheckApp Services

   CheckApp will make CheckApp Services available to you on Devices owned or controlled by you or your End Users during the Subscription Term.

3. Service Level Agreement (SLA)

   Other than in respect of No-Charge Services, CheckApp Services will have 99.9% availability in any calendar month (CheckApp SLA). Subject to your compliance with this section (3), you may be entitled to the following remedies for breach of the CheckApp SLA:

   1. an extension to your Subscription Term applicable to the CheckApp Service; or
   2. service credits of an equivalent pro-rated value to the extension of the Subscription Term in the form of a monetary credit to a monthly-billing account, as described in the table below (Service Credits). Service Credits may not be exchanged for, or converted to, monetary amounts, and are capped at fifteen days of CheckApp Services in any calendar month.

   Monthly Uptime Percentage	Service Credits (Days of extension to the Subscription Term / pro-rated credit equivalent)
   < 99.9% - > = 99.0%	3
   < 99.0% - > = 95.0%	7
   < 95.0%	15

   3. To claim Service Credits, you must notify CheckApp within thirty (30) days from the end of the calendar month to which the Service Credits relate. Failure to comply with this requirement will forfeit your right to receive the Service Credits.
   4. The relevant Service Description may disapply the CheckApp SLA to specific parts of the CheckApp Service.
   5. CheckApp will not be liable under this CheckApp SLA for any unavailability of the CheckApp Service caused by Force Majeure Events or any equipment (including your Devices) or network connections outside of CheckApp’s control.
   6. THIS CHECKAPP SLA STATES YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE BY CHECKAPP TO MEET THE CHECKAPP SLA.
4. CheckApp Disclaimer

   You acknowledge and agree that:

   1. you are using the CheckApp Service at your own risk;
   2. the CheckApp Service is not a substitute for professional advice; and
   3. you are solely responsible for the use of the CheckApp Service and agree that any safety audits, training courses or incidents conducted using the Service are only part of establishing a safe system of work, which would typically require you to undertake additional and comprehensive gap analysis and risk assessments along with specific safe work method statements and safety training.