Terms and Conditions

SDS Manager

SDS Manager Terms and Conditions

effective as of 17^th of September 2021

This Terms and Conditions document represents a legally binding agreement between you and SDS Manager. By visiting the website or registering for the use of our services you agree to be bound by the terms of this agreement. Please read carefully this Terms and Conditions document and keep a copy of it for your reference.

If you do not agree with (or cannot comply with) the terms and conditions set forth below, do not use or access our services.

These Terms and Conditions do not interfere with any obligation or authorization provided in any other agreement concluded between you and SDS Manager. Provisions of any individual agreement between you and SDS Manager supersede provisions from these Terms and Conditions.

1. Definitions and Interpretations

1.1 The following definitions explain some of the terminology and abbreviations used throughout our Terms and Conditions. Defined words can be recognized throughout this document by the capitalized first letter.

‘Terms/Agreement’ refers to the latest version of this Terms and Conditions document.
‘Privacy Policy’ refers to the latest version of the SDS Manager Privacy Policy document.
‘We/Us/SDS Manager’ refers to SDS MANAGER AS with its registered address at Thunesvei 2, 0274 Oslo, Norway.
‘Site’ refers to the SDS Manager website located at sdsmanager.com or any other url which may host SDS Manager websites or services.
‘Services’ refers to the Site’s functionality, the availability of the Content provided through the Site, subscription-based access, and other services offered by SDS Manager.
‘Platform’ refers to the Site and Services collectively.
‘User/You’ refers to any person or legal entity interacting with the Platform.
‘Party/Parties’ refers to either User or SDS Manager when used in singular form and to both User and SDS Manager when used in plural form.
‘Third-Party’ refers to any natural or legal entity other than Users and SDS Manager.
‘Content’ refers to all images, text, pdf, audio, and video data or any other information located on the Platform or obtained through the Platform.
‘Confidential Information’ refers to any and all information disclosed between the Parties in relation to the Services. Confidential Information does not cover information that was known by either Party prior to disclosure, or information that was made available to the public.
‘Intellectual Property’ refers to any inventions, technological innovations, discoveries, designs, formulas, know-how, processes, databases, collection of pdfs, business methods, patents, trademarks, service marks, copyrights, computer software, ideas, creations, writings, lectures, illustrations, photographs, motion pictures, scientific and mathematical models, improvements to all such property, and all recorded material defining, describing, or illustrating all such property, whether in hard copy or electronic form.

1.2 Titles and headings provided in these Terms are for convenience and ease of access only, and they will not affect the interpretation of the Terms.

1.3 Terms and abbreviations not defined in this section shall have the usual meaning unless the context otherwise requires.

2. General Provisions

(A) Eligibility

2.1 By using our Services, you confirm that you (i) are older than 16 years and have the adequate legal capacity to enter into a binding agreement of this type, (ii) that you will provide true, accurate, current, and complete information where requested, (iii) that you will not use the Platform contrary to these Terms or applicable laws. If you are registering for or using the Services on behalf of a legal entity, you further confirm that (i) you have the appropriate authorization to accept the terms of this Agreement, (ii) you have the appropriate authorization to bind such legal entity by accepting this Agreement, (iii) legal entity on behalf of whom you accept this Agreement has full power to enter into this Agreement and to perform obligations as defined herein.

2.2 The Platform or some of its parts may be accessed globally, and we may not control who uses the Platform, so it is upon you to assess whether using the Platform complies with your local laws and regulations. If any part of the Platform is not compatible with your local laws, you agree to stop using the Platform. Some Services may not be available in your region, and you agree to abide by such limitations.

(B) Scope of the Services

2.3 SDS Manager is an interactive Platform that provides access to safety data sheets, safety datasheet inventory management software, and related services. We are continually improving our Platform, and we may, from time to time, add, remove, amend or upgrade our Services. A complete list and description of Services are available in the Platform.

2.4 Some Services require an active account or are subject to payments. You may register an account with SDS Manager through the completion of the appropriate registration process.

2.5 SDS Manager does not guarantee that the information on the Platform is correct or accurate. You are strongly advised to conduct your own additional research before reliance on the Content on the Platform. You understand that the Content may contain errors or may be out of date, and that Platform may experience bugs or malfunctions. Although we continually take measures to assure the validity of the Content, we do not accept any responsibility for the Content made available through the Platform.

2.6 SDS Manager cannot guarantee or warrant that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. SDS Manager cannot and does not guarantee that its Services will be operational 100% of the time. Services may be down (i) for scheduled maintenance, (ii) force majeure events, (iii) for specific Users because of the account suspension or termination, (iv) internet problems outside of the SDS Manager area of influence, (v) bugs in code, hardware or Services without a commercially known fix.

(C) Registration

2.7 When registering on our Platform or otherwise interacting with the Platform, Users are required to provide true, accurate, current, and complete information about themselves as prompted by the registration process. You agree to update your information should there be any changes, in order to keep registered information true, accurate, current, and complete. If you provide information contrary to the aforementioned conditions, we may deny you or terminate your access to the Platform or parts of it. We are not responsible for any failure in providing the Services which results from information that is not true, accurate, current, and complete.

2.8 You understand that it is your responsibility to keep your log-in information confidential. You are responsible for all activity under your account. If you ever find out or suspect that someone accessed your account without authorization, you are advised to inform us immediately.

(D) Subscription

2.9 Subscription plans and their scope, limitations, and duration are available on the Site. Subscription period starts on the day the subscription fee is processed (Start Date) and ends on the same day in the month in which the selected duration of subscription period expires. In case the month in which the subscription period expires does not have the date which matches Start Date, subscription period will end on the last day in that month.

2.10 Subscription period will automatically renew at the end of the current subscription period. Renewed subscription period will be by default for the same duration as the current subscription period. Subscription fee for the renewed subscription period will be calculated in accordance the prices that were in effect forty (40) days prior to the expiry of the current subscription period. If you wish to stop using our Services, you may cancel your account or discontinue automatic renewal option in your User account at least one (1) month before the expiry of the current subscription period.

(E) Acceptable Use Policy

2.11 You agree that you will not misuse our Platform. A “misuse” is any use, access, or interference with the Platform contrary to these Terms, our Privacy Policy, and applicable laws and regulations. We can, in our sole discretion, suspend or terminate access to all or parts of the Platform to any User without prior notice or need to deliberate on reasons for such measure. We reserve the right to deny Services to anyone at any time. During your use of our Platform, you will especially not, without limitation, do anything of the following:

send or otherwise post unauthorized commercial communications (such as spam) through the Platform;
collect Platform Users' content or information, or otherwise access the Platform, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission;
upload viruses or other malicious code;
post or transmit content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or is otherwise objectionable to third parties;
take any action creating a disproportionately large usage load on our Platform unless expressly permitted by us;
create more than one account or share your account with anyone, other than through allocation and assignment of access accounts within the scope of your subscription plan;
communicate any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships, or otherwise infringes or violates someone else's rights;
encourage participation in or promote any contents, pyramid schemes, surveys, chain letters or spamming, or unsolicited e-mailing through the website

2.12 If for any reason, your account, or any part thereof, is suspended, banned, restricted, blocked, terminated or otherwise disabled by SDS Manager, you agree to abide by such decision. You may not create another account with the intent to bypass these limitations or attempt to circumvent any limitation imposed on your account without our permission. Any effort to evade these limitations may result in the termination of all current and future accounts you register.

(F) Contact

2.13 If you provide us with your e-mail address, we may contact you using such contact information for any matters relating to the Services (Service e-mails). These e-mails do not constitute “unsolicited commercial e-mail advertisements,” and you are not able to opt out of receiving them. You may opt-in to receive e-mails about news, promotions, special offers, and other topics of interest related to the SDS Manager and our affiliates (Promotional e-mails). You may choose to stop receiving these Promotional e-mails at any time by following the instructions contained in Promotional e-mails.

2.14 If you have any questions or suggestions, you can contact us at customerservice@sds-archive.com.

3. Intellectual Property

(A) Proprietary Rights

3.1 All Intellectual Property rights connected to the Platform and Content are the sole property of SDS Manager or are used under appropriate licenses or permissions. Nothing in these Terms shall be understood or intended for the transfer of such intellectual property rights to you or any other Third-Party.

3.2 Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform provided by SDS Manager. Except as expressly permitted in these Terms, you may not: copy, modify or create derivative works based on the Platform; distribute, transfer, sublicense, lease, lend or rent the Platform to any Third-Party; reverse engineer, decompile or disassemble the Platform; or make the functionality of the Platform available to multiple users through any means. Nothing in these Terms shall give the User or any other person any right to access or use the source code or constitute any license of the source code. We reserve the right to modify, suspend or discontinue, temporarily or permanently, the Platform or any Service to which it connects, with or without notice and without liability to you.

3.3 The Platform or parts of it may be made available or accessed in connection with Third-Party services and content (including advertising) that SDS Manager does not control. You acknowledge that different terms and policies may apply to your use of such Third-Party services and content. In no event shall SDS Manager be responsible or liable for any content or services of such Third-Party providers.

(B) Confidential Information

3.4 During the term of this Agreement, Users may be required to provide or volunteer to provide certain Confidential Information to SDS Manager, and SDS Manager may disclose certain Confidential Information to the users. Regarding such information, both Parties hereby agree (i) to keep Confidential Information in strict confidence, (ii) to undertake all reasonable measures to protect the confidentiality of Confidential Information, (iii) not to disclose, or otherwise make available, Confidential Information to any Third-Party without obtaining prior written consent, (iv) to use Confidential Information only for the purposes intended, (v) to return all Confidential Information and any and all copies, extracts or derivative works resulted from Confidential Information upon written request or upon the termination of the Agreement, and to destroy or erase all remaining copies of the Confidential Information regardless of the form or media on which the Confidential Information is stored.

(C) Feedback and Suggestions

3.5 If you provide us with any suggestions, comments, or other feedback relating to the SDS Manager Services (whether existing, suggested, or contemplated), which is or may be subject to any Intellectual Property rights (“Feedback”), such Feedback shall be exclusively owned by SDS Manager, even after this Agreement is terminated. By providing such Feedback to SDS Manager, you acknowledge and agree that it may be used by SDS Manager to (i) further develop, customize and improve the SDS Manager Services, (ii) provide ongoing assistance and technical support, (iii) contact you with general or personalized SDS Manager-related notices and/or interview requests based on your feedback or otherwise, (iv) facilitate, sponsor and offer certain promotions, and monitor performance, (v) to create aggregated statistical data and other aggregated and/or inferred information, which SDS Manager may use to provide and improve its services, (vi) to enhance SDS Manager data security and fraud prevention capabilities, and (vii) to comply with any applicable laws and regulations. In addition, you (1) represent and warrant that such Feedback does not infringe on any Third-Party rights; (2) irrevocably assign to SDS Manager any right, title, and interest you may have in such Feedback and (3) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback.

(D) User Generated Content

3.6 If you post content on or through the Platform, you grant us a non-exclusive, royalty-free, perpetual, irrevocable right to use, reproduce, modify, adapt, publish, distribute, and display such User Generated Content on the Platform and on any other marketing material we may create. Whenever we might use the User Generated Content, we will give appropriate credit to the content provider through their name. You warrant that you have the right to submit User Generated Content on the Platform and that such submission and our further use of that content as described herein will not infringe on any Third-Party intellectual property right.

3.7 We do not monitor or pre-screen User Generated Content. Users agree to inform us immediately if they come across any illegal activity, activity that is in breach of these Terms, or activity they suspect might be in violation of these Terms or applicable laws or might otherwise be objectionable. Although we expressly prohibit posting of any User Generated Content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or contains graphic or gratuitous violence or is otherwise objectionable to Third-Parties, we do not pre-screen the content, so Users hereby agree that they use the Platform and the Services at their own risk. We reserve the right to remove any content which we find to constitute a breach of these Terms or relevant laws, without notifying the Users or providing reasons for such action. Users recognize and agree that SDS Manager bears no obligation regarding the risk, harm, damage, or loss that might occur from content submitted to or distributed on the Platform. Users further understand that by providing their content online, other people may have access to such content and they will be able to copy, share or otherwise interact with such content. If Users do not want their content to be used as described the only remedy is to not share such content.

(E) Customer Logo Usage

3.8 By using our Services, you grant us a non-exclusive, royalty-free license to display your company logo and name on our website and marketing materials as part of a list of selected customers. If you do not wish for your logo to be displayed, you may request its immediate removal by contacting us at billing at mail.sdsmanager.com, and we will comply promptly.

(F) Third-Party Content

3.9 Some content on the Platform, such as advertisement, may be provided by the Third-Parties. We are not responsible for such content, nor do we monitor, or control content provided by the Third-Parties.

4. Payment and Pricing

4.1 Use of Services may be subject to applicable fees as displayed in the Platform. Unless otherwise specified in the Platform, all prices are shown exclusive of VAT and other applicable taxes. If the Service is listed at an incorrect price due to typographical error or systems error, we retain the right to refuse or cancel any order placed for Services listed at the incorrect price. If the payment of the incorrect price has already been made, we will return the same amount of money upon cancellation.

4.2 When subscribing on the Platform, you can choose the method of payment. If you are paying by credit card, you must provide valid and current information necessary to process the payment. You agree and authorize us to charge your credit card for all fees payable during your subscription term. If you are paying against the invoice, you understand and agree that the amounts in the invoices are due 30 days from the invoice date, unless otherwise specified in the invoice. If any invoiced amount is not paid by the due date, we reserve the right to charge an interest on the due amount at the rate of 1.0% per month or maximum allowed interest rate under the law, whichever is less

4.3 We reserve the right to amend the prices or to institute new fees at any time without notice and notice period. New or changed fees will be applicable from the moment of publishing the changes in the Platform. New prices will not affect your current subscription period but will apply to your renewed subscription period provided that the prices were published at least forty (40) days prior to the expiry of your current subscription period.

4.4 We do not offer any refund in case you want to cancel your use of the Services. If you want to discontinue using our Services, you may do so only by turning off auto-renewal, in which case you will be able to use the Services until the end of the current subscription period. If we cancel your subscription through no fault of yours, we may offer you a pro-rated refund of the subscription fees.

4.5 When you register for the Services for the first time, we may, but are not obliged to, offer you a free trial period for using the Services without any charge. After the expiry of the trial period, we will automatically charge the payment method you provided for the continuation of the use of the Services as explained in the Terms. If you switch from a free trial to paid Services before the expiry of the free trial period, you forfeit the unused portion of the free trial.

5. User’s privacy

5.1 SDS Manager complies with the European Union regulation for processing of personally identifiable information, and we aim to comply with the highest technical and organizational standards for data handling.

5.2 You can find more information about how we handle information about you in our Privacy Policy. If you have any questions about your rights or our privacy practices, please contact us at customerservice@sds-archive.com.

6. Term and termination

6.1 The effective date of these Terms is indicated in the heading of the document. The Terms become applicable from the moment of your first access to the Platform and remain applicable until you delete your account or stop using the Platform or any part thereof.

6.2 We may terminate your access to the Platform at any time with or without reason and notice. We may also suspend your account and prevent you from registering a new account if you breached these Terms.

6.3 You may terminate this Agreement at any time by deleting your account and ceasing your use and access to the Platform. The Agreement may remain in force until expiry of your already purchased subscription period.

6.4 Upon termination, all provisions of this Agreement shall cease to have effect between SDS Manager and you, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect. Upon termination of this Agreement, the User will not be able to use the Services. If the Agreement has been terminated, the User shall be liable to pay to SDS Manager any outstanding fees due for payment immediately. SDS Manager shall not be responsible for any damage caused by the termination of this Agreement.

7. Indemnity

7.1 You will indemnify and hold harmless SDS Manager, and its employees and affiliates from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with your access to or use of the Platform or your violation of these Terms.

8. Limitation of liability

8.1 YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE SDS Manager SERVICE IS TO STOP USING THE SDS Manager SERVICES.

8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW SDS Manager, ITS EMPLOYEES, OFFICERS, SHAREHOLDERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, SUPPLIERS, ASSIGNS OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE THE SDS Manager SERVICES, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, EVEN IF SDS Manager HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SDS Manager’S AGGREGATED LIABILITY EXCEED THE AMOUNT YOU PAID SDS Manager, IF ANY, THE PAST ONE MONTH FOR THE SERVICES GIVING RISE TO THE CLAIM, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

8.3 SDS Manager, its employees, agents, and its directors do not accept any liability, and you hereby agree to release us of any liability arising (whether directly or indirectly) out of the information provided through the Platform, or any errors, in or omissions from such information. SDS Manager is not liable for loss (whether directly or indirectly) caused by your actions or decisions based on your reliance on the information provided to you through the Platform, nor caused by the delay, malfunction of the operation, or the availability of the Platform. Although we strive for accuracy in the Content we provide through the Platform, we do not guarantee or represent the exactness and accuracy of such Content.

9. Changes

9.1 SDS Manager may make changes or replace our Terms at any time. We will post such changes, replacements and updates on the Platform and inform you via email where possible prior to changes being effective, and such change, replacement and update to our Terms will take effect immediately upon publishing on the Platform, and if the changes affect your current subscription period, they will take effect upon your subscription renewal. These Terms apply regardless from which device or operating system you access our Platform.

10. Governing Laws and Choice of Forum

10.1 This Agreement shall be governed by and construed under the laws of Norway, without regard to its conflict of law provisions, and excluding the UN Convention on Contracts for the International Sale of Goods. You agree that if you have any dispute with SDS Manager, you will contact us in order to settle through negotiations and mutual understanding. If the solution can not be reached in negotiations, you agree and hereby submit to the exclusive jurisdiction of the courts in Norway.

11. Final Provisions

11.1 If any part of these Terms is found to be invalid, illegal, or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the Terms.

11.2 Any failure to exercise or enforce any right or the provision of this Agreement shall not constitute a waiver of such right or provision.

11.3 Neither Party may assign or transfer any right or obligation under this Agreement to a Third-Party without obtaining prior written consent, except to the successors in the event of merger, sale, or liquidation of the Party.

11.4 These Terms represent an entire agreement between you and SDS Manager regarding the use of SDS Manager Platform. Any subsequently executed agreement between the Parties shall take precedence over this Agreement.