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Latest Revision – July 27th, 2022
These Terms are effective as of the date the individual first clicks “I agree” (or similar button or checkbox) or uses or accesses SDS RiskAssist, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. Assent to these Terms is indicated by clicking “I agree” (or similar button or checkbox) at the time an Order is placed or the continued use of SDS RiskAssist. For No-Charge Products, assent to these Terms is indicated by accessing or using the applicable No-Charge Product.
1. What these terms cover.
2 How SDS RiskAssist is administered.
2.1 Administrators/Editors. Through SDS RiskAssist, the Client may be able to specify certain End Users as Administrators and/or Editors, who will have important rights and controls over the use of SDS RiskAssist and End User Accounts. This may include making Orders for SDS RiskAssist or enabling Apps; creating, de-provisioning, monitoring or modifying locations, work instructions and End User Accounts, setting End User usage permissions; and managing access to Client Data by End Users or others. Administrators may also take over management of accounts previously registered using an email address belonging to the Client domain (which become “managed accounts”, for history-retention purposes). Without limiting Section 2.4 (Responsibility for End Users), which fully applies to Administrators, the Client is responsible for whom they allow to become Administrators and any actions they take, including as described above. The Client agrees that Rillea’s responsibilities do not extend to the internal management or administration of SDS RiskAssist for the Client.
2.2 Reseller as Administrator. If the Client orders SDS RiskAssist through a Reseller, then the Client is responsible for determining whether the Reseller may serve as an Administrator and for any related rights or obligations in the Client’s applicable agreement with the Reseller. As between the Client and Rillea, the Client is solely responsible for any access by Reseller to the Client’s accounts or the Client’s other End User Accounts.
2.4 Responsibility for End Users. SDS RiskAssist has various packages and onboarding flows. Some SDS RiskAssist accounts require designated Administrators; some allow users to sign up as individuals and some are controlled by Resellers. The Client is responsible for understanding the settings and controlling who is allowed to become an End User. If payment is required for End Users to use or access SDS RiskAssist, then Rillea is only required to provide SDS RiskAssist to those End Users for whom the Client has paid the applicable fees, and only such End Users are permitted to access and use SDS RiskAssist. Some SDS RiskAssist packages may allow the Client to designate different types of End Users, in which case pricing and functionality may vary according to the type of End User. The Client is responsible for compliance with these Terms by all End Users. Please note that the Client is responsible for the activities of all the Client’s End Users, including how End Users use the Client’s Data, even if those End Users are not from the Client’s organization or domain (i.e. suppliers). If the Client uses single sign-on (SSO) for identity management of SDS RiskAssist, the Client is responsible for directing End Users to review these Terms and for any damages resulting from the Client’s failure to do so.
3 What’s included in the SDS RiskAssist subscription; what are the restrictions.
3.1 What SDS RiskAssist is designed to do. SDS RiskAssist is designed to a) host Workplace Hazardous Materials Information System (WHMIS) safety data sheets (SDS) provided by the Client, b) automatically produce SafetySnaps™ and reports (“Summaries”), which are intended to identify the potential hazards associated with hazardous chemicals by: (i) digitalizing safety data sheets (“SDSs”); (ii) selecting definitions and terminology found in Regulations and public authoritative organizations; (iii) cross-referencing the data; and (iv) creating Summaries that make it easy for employers to collaborate on risk assessment/mitigation activities and share safe handling instructions with End Users.
3.2 Other services available with SDS RiskAssist and Rillea. SDS RiskAssist has various packages and additional service offerings which included but are not limited to:
3.2.1 The utilization of SDS RiskAssist features that; (i) enable the Client to add custom information to chemical summaries through an automated or manual multi-stage tagging system; and (ii) automatically source SDSs using the SDS RiskAssist Finder features;
3.2.2 The utilization of the SDS RiskAssist to conduct an audit of the Client’s SDSs for a summary of hazards;
3.2.3 Services provided by Rillea to source and maintain up to date SDSs according to the following protocol:
I. Client must provide a scanned or electronic copy of the first SDS at time of onboarding or when new product is added to the workplace to verify the identity of the product being used. Rillea will assist in adding SDSs on a best-efforts basis, if the Client provides specific information on the product (Name, Supplier, Product Code).
II. First priority is for SDSs that are in the old MSDS format or that do not comply with the Hazardous Product Regulations (HPR). These are checked on a periodic basis provided the product is still available. Discontinued products are not checked.
III. Second priority is for SDSs with identified hazards per HPR or Globally Harmonized System of Classification and Labelling of Chemicals (GHS). These are checked when 3 years old and on a periodic basis thereafter. The 3-year period will be adjusted based on the supplier’s history of updating SDSs and the frequency with which supplier updates result in “significant differences”.
IV. Third priority is for SDSs that state they do not meet the HPR definition of hazardous i.e. “Not classified under the Hazardous Products Regulations”. These will be reviewed after 5 years and on a periodic basis thereafter. The 5-year period will be adjusted based on the supplier’s history of updating SDSs and the frequency with which supplier updates result in “significant differences”.
V. Rillea will update the SDS where product codes match or the replacement is obvious.
VI. Rillea will record a dated comment assigned to SDSs as follows:
a) Original – initial document uploaded
b) Replaced – check resulted in newer version of document being added
c) Confirmed – check has identified this is the most current document available
d) Product Discontinued – supplier states product no longer available
e) Product Not Found – supplier makes SDSs readily available, but this one was not found on the website
f) Supplier Contacted – email sent to supplier requesting an update
g) Supplier Not Found – no information from supplier was found
3.2.4 The utilization of application programming interfaces (APIs) that enable the seamless transfer of data with other software products.
3.2.5 The features described in Section 2.2 are subscription-specific and defined by the Order. They may not be available to all End Users. The Client is responsible for understanding the features available to them as defined by the Order.
3.3 Support. During the Subscription Term defined by the Order, Rillea will provide support for SDS RiskAssist via links to help modules and videos, available 24/7, as well as unlimited Client support during normal business hours.
3.4 Setup and Training. Rillea shall provide:
a) access to the Software on the date specified in the Order. Rillea shall provide the Client with a link to the Web Domain and accounts for the specified number of Administrators in the Order. User identifications and passwords for Editors and Readers will either be set by the Client’s Administrators or through the automated Single Sign On process, depending on the Terms set out in the Order.
b) If requested by the Client, Rillea shall provide further training to employees or agents of the Client in relation to the proper use of the Software to the extent provided in the Order.
c) For the auto-tagging feature, Rillea will work with the Client to develop a matrix of directives based on the precautionary statements in GHS but further customized according to the Client’s needs for workplace safety.
d) The Client may request additional training or consulting support from Rillea, after the initial training outlined above, which will require an additional Order and the associated fees.
e) For the purposes of these Terms, “System Requirements” refer to an accessible mobile or desktop device that is capable of accessing the internet and possesses current internet browsers. The Client shall ensure that they are in possession of such Hardware at the time of accessing SDS RiskAssist.
f) Notifications to the Client shall be defined by the Client. Rillea accepts no responsibility for notifying the Client, outside the capabilities of the SDS RiskAssist notification system.
3.5 Access to SDS RiskAssist. Subject to these Terms and during the Subscription Term, defined by the Order, the Client may access and use SDS RiskAssist for the Client’s business. This right is revocable, non-exclusive, non-assignable and non-sublicensable and non-transferable.
3.6 Restrictions. These Terms are expressly limited to the number of SDSs, simultaneous Administrators and Editors as specified in the Order. The Client shall not:
a) make any copies, archival or otherwise, of the SDS RiskAssist;
b) analyze, decompile, or reverse engineer or cause a third party to analyze, decompile or reverse engineer or seek to obtain or derive the source code, underlying ideas, algorithms, or non-public APIs for SDS RiskAssist for any purpose whatsoever, except to the extent expressly permitted by applicable law (and only then upon advanced notice to Rillea); or
c) use the Software in any manner other than as described herein.
d) the Client may request to sublicense to third parties and permission may be granted or denied for any reason or no reason at Rillea’s sole and absolute discretion. If approved by Rillea, the Client may only sublicense any rights granted under these Terms once they have received a written and executed letter of approval from Rillea.
4 Rillea’s security and data privacy policies.
4.1 Security. Rillea designs, implements and maintains technical and administrative security measures designed to protect the Client’s data from unauthorized access, destruction, use, modifications or disclosure.
4.3 Improving SDS RiskAssist. Rillea is always striving to improve SDS RiskAssist and may analyze the Client’s data to better understand how SDS RiskAssist is used. Rillea, at its sole discretion, may make available future upgrades to the Software for the Client’s use. These Terms will govern any upgrades or updates provided by Rillea that replace and/or supplement SDS RiskAssist unless such upgrade or update is accompanied by a separate Order in which case the terms of the Order will govern.
5 Terms that apply to the Client’s Data.
5.1 The Data the Client Uploads to SDS RiskAssist. The Client retains all right, title and interest in and to the Client’s Data in the form submitted to SDS RiskAssist.
5.2 Rillea’s Rights to the Client’s Data in the form submitted to SDS RiskAssist. Subject to these Terms and solely to the extent necessary to provide the SDS RiskAssist features, the Client grants Rillea a worldwide, limited term license to access, use, process, copy, distribute, export and display the Client’s Data. The Client further recognizes that Rillea’s Officers, Directors, Employees, Agents, Contractors, Representatives or Successors may access Client accounts in order to provide service and respond to support requests.
5.3 Rillea’s Rights to Aggregated, Anonymized, De-identified Data Generated Using SDS RiskAssist. Rillea retains the worldwide, royalty-free, non-exclusive right to store, use, translate or disclose aggregate, anonymized, de-identified Data generated from SDS RiskAssist and associated software, for the purposes of improving the performance of its software, research, education, marketing or commercial activity.
6 Billing, renewals and payment.
6.1 Annual Plans. Except for No-Charge products, all SDS RiskAssist subscriptions are offered on an annual subscription basis.
6.2 Renewals. Except as otherwise specified in the Order, unless either party cancels the subscription prior to expiration of the current Subscription Term, the subscription will automatically renew for another Subscription Term of a period equal to the initial Subscription Term. The Client will provide any notice of non-renewal through the means Rillea designates, which may include account settings in SDS RiskAssist or contacting Rillea’s support team. Cancelling the subscription means that the Client will not be charged for the next billing cycle, but will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to SDS RiskAssist continuing to be offered and will be charged at the then-current rates.
6.3 Adding SDSs. Rillea subscriptions are priced on the number of SDSs hosted. Unless otherwise specified in the applicable Order, Rillea will charge the Client for any increased number of SDSs at the then-current rates, prorated for the remainder of the then-current Subscription Term.
6.4 Payment. The Client will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If a PO number is required for an invoice to be paid, then the Client must provide such PO number to Rillea by emailing the PO number to email@example.com. Other than as expressly set forth in these Terms, all amounts are non-refundable, non-cancelable and non-creditable.
6.5 Delivery. Rillea will deliver the link to the Client’s SDS RiskAssist website and login instructions through reasonable means no later than when Rillea has received payment of the applicable fees. All deliveries under these Terms will be electronic.
These Terms shall be effective as of the Access Date as specified on the Order and shall extend for the Subscription Term specified on the Order and as extended, unless superseded by a new Order.
a) The Client acknowledges that SDS RiskAssist is the proprietary and confidential property of Rillea. The Client shall not, without the prior express written consent of Rillea, during the Subscription Term and indefinitely thereafter, disclose or reveal to any third party or utilize for its own benefit in a way other than pursuant to these Terms, any component of SDS RiskAssist provided by Rillea, provided that such information was not previously known to the Client or to the general public.
b) The Client agrees to take all reasonable precautions to preserve the confidentiality of SDS RiskAssist and shall take steps to ensure that its employees will similarly preserve this information against third parties.
c) The provisions of section 7 shall survive termination of the Subscription.
a) With regards to SDS RiskAssist, Rillea represents and warrants that it has no actual knowledge that SDS RiskAssist infringes any valid rights of any third party. Rillea further represents and warrants that in the event it becomes aware that SDS RiskAssist does infringe valid rights of a third party and/or Rillea receives a legally valid order to “cease and desist” its use of SDS RiskAssist, or any portion thereof, it will advise the Client as soon thereafter as reasonably possible of infringement. Upon being advised of any infringement of third party rights, the Client will have the right to immediately terminate the Subscription in its sole discretion, clause 10 notwithstanding.
b) The Client represents and warrants that their use of SDS RiskAssist will only be for purposes that are permitted by: (i) these Terms; and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
c) The Client agrees that Rillea’s methodology for sourcing new and replacement SDSs is reasonable and acceptable for the Client’s needs. RILLEA MAKES NO WARRANTY THAT SDSs SOURCED ARE THE LATEST SDSs AVAILABLE SINCE SUPPLIERS AND MANUFACTURERS ARE UNDER NO OBLIGATION TO MAKE NOTIFICATION ABOUT CHANGES IN SDSs.
d) Rillea believes that any information contained or provided by SDS RiskAssist is correct. However, SDS RiskAssist is provided ‘AS IS’ AND ‘AS AVAILABLE’ FOR USE, WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE WHATSOEVER. RILLEA MAKES NO WARRANTY THAT THE PRODUCTS WILL PERFORM WITHOUT INTERRUPTION OR BE FREE FROM ERRORS. RILLEA MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS, USEFULNESS OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN SDS RiskAssist OR ANY ASSOCIATED PRODUCTS PROVIDED BY RILLEA.
10. OPEN SOURCE SOFTWARE
a. Certain portions of SDS RiskAssist are not subject to these Terms but are instead “Open Source Components”. To respect the copyright of others and in keeping with best practices lead by the Open Source Initiative, Rillea acknowledges the use of the Open Source Components applicable to SDS RiskAssist in Schedule “A”.
The following termination rights are in addition to the termination rights that may be provided elsewhere in these Terms:
i. Right to Terminate for Breach. Either Party may terminate the Subscription in the event of a breach of any provision of these Terms by the other Party, provided that the non-breaching Party provides the breaching Party with written notice of such breach and the breaching Party fails to cure such breach within 14 days of receiving said notice.
ii. Rillea’s Right to Terminate Upon Notice. Rillea shall have the right to terminate the Subscription at any time on 30 days written notice to the Client.
iii. The Client’s Right to Terminate Upon Notice. The Client shall have the right to terminate the Subscription at any time, for any reason in its sole discretion, on 60 days written notice to Rillea.
12. POST TERMINATION RIGHTS
a. Upon the expiration or termination of the Subscription, all rights granted to the Client under these Terms shall forthwith terminate, unless otherwise specified, and immediately revert to Rillea and the Client shall discontinue all use of the Software.
b. Upon expiration or termination of the Subscription, Rillea shall suspend the Client’s access to the Web Domain.
c. The Client will be entitled to repayment of any pre-paid licensing fees proportionate to the amount of time remaining in the current year of the term as specified in the Order, should the termination be for breach or upon Rillea’s notification. Should the Client terminate upon notice, fees paid are non-refundable.
13. LIMITATION OF LIABILITY & INDEMNITY
a. IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF RILLEA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS TO THE CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND THE CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT PAID BY THE CLIENT TO RILLEA DURING THE TERM OF THE SUBSCRIPTION FOR USE OF THE SOFTWARE. CLIENT SHALL INDEMNIFY AND HOLD HARMLESS RILLEA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS FROM ALL THIRD PARTY CLAIMS ARISING FROM CLIENTS’ USE OF THE SOFTWARE AND FROM THIRD PARTIES ACCESSING THE SOFTWARE THROUGH CLIENT.
b. IN NO EVENT SHALL RILLEA BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERUPTION OR FOR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR CAUSED BY USE OF, RELIANCE ON, OR INABILITY TO ACCESS AND USE ANY INFORMATION CONTAINED IN THE SOFTWARE, EVEN IF RILLEA HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
c. Regardless of the form of action, no action arising from these Terms may be brought by the Client more than twelve (12) months after the cause of action arises.
a. Notices and payments required to be sent by one Party to the other shall be sent to the address of such Party as provided on the Order.
b. Rillea may modify these Terms to take effect during the Client’s then-current Subscription term in order to respond to changes in Rillea’s products, business, services or laws. In this case, unless required by law, Rillea agrees not to make modifications that, considered as a whole, would substantially diminish Rillea’s obligations during the Client’s then-current Subscription Term. Notice of changes to these Terms to the Client may be through the Client’s Administrator notification email address, SDS RiskAssist account or in-SDS RiskAssist notification. Notices will be deemed given upon the first business day after it was sent by Rillea.
c. SDS RiskAssist is a subscription-based cloud product. In order to provide improved customer experience, Rillea may make changes and update the Client’s service and documentation accordingly. Subject to existing Orders, Rillea may discontinue features, services or any portion of SDS RiskAssist for any reason at any time without liability to the Client.
16. PUBLICITY RIGHTS
Rillea may identify the Client as an SDS RiskAssist customer in promotional materials. Rillea will promptly stop doing so upon the Client’s request sent to firstname.lastname@example.org.
a. JURISDICTION – These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario.
b. BINDING – These Terms shall survive to the benefit of and be binding on the respective successors and permitted assigns of each of the Parties.
c. WAIVER – No express or implied waiver by either Party of any provision of these Terms or of any breach or default of the other shall be a continuing waiver or be effective unless in writing.
d. SEVERABILITY – Nothing contained in these Terms is intended to be contrary to any law and these Terms shall be interpreted to amend any such contradiction to the extent necessary to remove such conflict. If any provision of these Terms is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of these Terms shall remain operative and binding on the Parties.
e. ASSIGNABILITY – These Terms are personal to the Client and may not be assigned by any act of the Client or by operation of law without the written consent of Rillea.
f. NO PARTNERSHIP – Nothing in these Terms should be interpreted so as to construe that the Parties are partners or have entered into a partnership.
g. CURRENCY – Except as otherwise provided, all monetary amounts referred to in these Terms are in Canadian dollars.
h. DISPUTE RESOLUTION – Any dispute between the Parties arising under these Terms shall be settled in accordance with this provision. Any Party may submit to the other Party in writing a request for dispute resolution, clearly stating the problem to be settled. The Parties shall then, for a period of seven (7) days, use their best efforts to negotiate a mutually agreeable and amicable settlement of the issue identified (the “Negotiation Period”). If such a solution is not reached within ten (10) days after the Negotiation Period has expired, arbitration will be commenced to resolve the dispute. Such arbitration shall be conducted by a single arbitrator who shall be appointed by agreement between the Parties or, in the absence of agreement, such arbitrator shall be appointed by a Judge of the Ontario Superior Court of Justice upon the application of any of the said Parties (a Judge of the said Court shall be entitled to act as such arbitrator, if he so desires). Any such arbitration shall be held in the City of Belleville, Ontario. The language of the arbitration shall be English. The procedure to be followed shall be agreed by the Parties or, in the absence of agreement, determined by the arbitrator. The arbitrator shall have the power to proceed with the arbitration and to deliver his award notwithstanding the default by any part in respect of any procedural order made by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act (Ontario). It is further agreed that such arbitration shall be a condition precedent to the commencement of any action at law. The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom. Judgment upon the award rendered by the arbitrator may be entered in a court having jurisdiction. The costs of the arbitrator shall be paid equally by the parties to the dispute, unless otherwise ordered by the arbitrator.
i. All information disclosed by a Party to an arbitrator shall be treated as confidential and neither the delivery nor disclosure of information shall represent any waiver of privilege by a Party disclosing the same. Each Party agrees not to disclose information provided by the other Party for the purposes hereof to any other Party for any other purpose, except as may be required by applicable laws, provided that notice be first given to the other Party before such disclosure is made. Such information shall not be used in any subsequent proceedings, except between the Parties, without the consent of the Party who has made disclosure of the same. The Parties agree that any arbitrator appointed hereunder shall not be subpoenaed or otherwise compelled as a witness in any proceedings for any purpose whatsoever in relation to these Terms.
j. ENTIRE AGREEMENT – These Terms, the Order and all schedules attached hereto encompass the entire understanding between Rillea and the Client with respect to SDS RiskAssist and related products and services. These Terms supersede all prior oral or written communications, proposals and representations between Rillea and the Client.
k. FURTHER ASSURANCES – The Parties agree that each of them shall, upon reasonable request of the other, do or cause to be done all further acts and agree to execute or cause to be executed all further instruments as may be required to affect the intent and purpose of these Terms.
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