Legal 

Licensing Agreement – Workplace Violence Prevention Plan

This Licensing agreement is between SOTERIA ANALYTIC SOLUTIONS, a(n) California Corporation (the “Licensor”) and (the “Customer”).

The Workplace Violence Prevention Plan Product hereafter (the “Product”) is a Work Product created by the Licensor for the purpose of assisting businesses to become compliant with California Senate Bill 553 / California Labor Code 6401.9 Workplace Violence Prevention Plan (“WVPP”). The Program is an original work intended for the sole use of the Customer beginning on the date of implementation.

The Licensor contends the Program is an Original Work, written without the use of Artificial Intelligence, and the work is Intellectual Property protected by Copyright. The Work Product was created using multiple reference materials, professional experience, and has been legally reviewed.

The Customer understands the Program is a compliant starting point, and further understands that continued Program engagement and business functions implemented by the customer are required to achieve and maintain ongoing compliance. The Customer agrees they are solely responsible for the Customer’s legal and business requirements including but not limited to SB553, Labor Code, and Cal/OSHA requirements.

1.  PRODUCT DESCRIPTION.

The Product assists the Customer to achieve a compliant start point and engage in a comprehensive program to achieve and maintain compliance. No other works, services, or training is promised beyond this agreement.  Customer service is limited to questions, answers, and product support of the Product itself, and does not include training, outside review of any existing policy, procedure, or operation, or legal advice. The Customer understands nothing in SB553 nor does the Product supersede or replace any current California or Cal/OSHA requirements.

The Product is provided in a “Word” document to facilitate adjustment as needed for use by the Customer. The Customer agrees to neither remove the footer nor alter the document in order to circumvent the “Copyright © 2024, Soteria Analytic Solutions” from any portion of the document. The header and logo may be removed or replaced by the organization.

The Product is a “Living Document” intended to be supported and updated as needed by MySB553 / Soteria Analytic Solutions for one year from the date of purchase. It is noted that Cal/OSHA and Labor Code information is at times divergent. The information contained in the Product documents represents the best due diligence in full compliance.

Cal/OSHA indicates guidelines are to be established December 31st, 2025 and implemented December 31st, 2026.

2.  PRODUCT USE.

The Licensor and Customer agree the Product is provided for the above named, single entity use. The Product is licensed to the Customer for the specific entity listed and may not be used across multiple businesses even if the businesses are owned and/or controlled by the Customer. A separate Product must be purchased for each individual entity. The Customer agrees no part of the Product may be provided to any other party, or offered for viewing, or reproduced or offered for public viewing for any reason unless required by SB553 or by law. The Product is intended to be used by the Customer solely, and no part may be used by any contractor, vendor, or security service employed by the Customer. The Customer understands the Product is Copyright © protected and may not use this Product as an example for any other purpose, sell, resell, reverse engineer, gift, or receive gain or profit from the Product.

The Product including all documents may not be published online to any public location for any reason. While the Licensor understands the Customer may provide these documents via online portals for employees, the documents may not be made available to any other person except as required by law.

3.  ENGAGEMENT.

1. The Customer licenses the Product and completes the Agreement. The Customer is provided the Product documents. The Customer follows the steps listed in the Instructions and engages in business practices to achieve and maintain compliance.

2. Legal Compliance. Both the Licensor and Customer agree to conduct themselves in accordance with legal standards, applicable laws, rules, or regulations. Neither is responsible for the business practices of the other, and both hold each other harmless from their individual business actions.

3. Customer’s Responsibilities. The Customer understands they are responsible for achieving and maintaining compliance under SB553 including all standards, applicable laws, rules, regulations, or requirements.

4. Licensor’s Responsibilities. The Licensor agrees to support the Product with real-time updates, emails, advisory, and make the Customer aware of any changes of legislation or guidance for 1 year from the date of purchase. The Licensor does not foresee a need for paid product support and intends to provide continued product support through the December 31, 2026 Cal/OSHA guidance but cannot anticipate legislative or other substantive changes by California, Cal/OSHA, or generally unforeseen circumstances.

5. No Warranty, Force Majeure. There are no representations or conditions of either party express, implied, statutory, or otherwise, regarding any matter, including warranties. The Product was created in good faith and due diligence, and it is understood by the parties that the Licensor cannot foresee every potential outcome or contend every nuance of business actions beyond their control, future action(s) of the Customer, violent or criminal acts, or Force Majeure circumstances.

4.  TERM AND TERMINATION.

1. The Customer is Licensing the Product and has complete use of the documents for the sole intended use of the Customer, with no term of expiration.

2. The Customer may cease using the Product at any time.

5.  COMPENSATION.

1. Purchase Price. The Customer agrees to the price of the Product with respect to the agreement herein. The Licensor agrees this is the sole payment and represents the total of compensation for use of the Product.

2. Refund of Payments. If the Customer determines the Product is infeasible based on legal argument, they must contact the Licensor within 72 hours after the sale or delivery of the product. The Customer and Licensor may negotiate any reasonable adjustments to the Product as required by law. Whereas delivery of the Product constitutes fulfillment of the agreement, and there are no guarantees the Product would be destroyed or otherwise not used in whole or in part, refunds may be issued on a case-by-case basis.

3. In the event of any dispute that cannot be easily resolved between the parties, both parties agree to participate in mediation prior to arbitration or other legal proceedings.

6.  INTELLECTUAL PROPERTY AND INVENTIONS.

1. Licensor retains all rights. Licensor retains all rights to the Intellectual Property and Copyright status of all aspects of the Product.

7.  USE OF TRADEMARKS.

The Licensor and Customer may negotiate mutually to the use of their service marks, branding or logos, trademarks, and trade names (if any) (collectively, the “Principle Marks”) in connection with the deployment of the Product. Meaning, either may use or publish the other’s name and Principle Marks as agreed in writing.

8.  CONFIDENTIAL INFORMATION.

This section of the agreement is to generally outline expectations.

The term “Confidential Information” means any information that is proprietary, sensitive, and generally not known by others, regardless of whether specifically identified as confidential, or how the information was provided, conveyed, or otherwise obtained. This includes but is not limited to business information, records, or plans, trade secrets, technical information, product ideas, contracts, financial information, client information, personal information, intellectual property, information that could cause image, brand, or reputation harm to the entities, persons, or others, and any information a reasonable person would understand to be confidential.

1. Each party agrees to protect and maintain confidentiality and safeguard information except as required by legal disclosure.

2. Non-Disclosure: Each party agrees they shall not disclose the Confidential Information to any party without prior written consent of the other party.

3. The obligations and restrictions do not apply to that part of the Confidential Information if:

   1. The information is publicly or widely known, or not gained as a result of this Agreement or Services.

   2. Compelled by legal authority, subpoena, regulatory body, investigation, or lawful requests for information or documents. In this case the Licensor shall provide the Principle with prompt notice of these requests before making a disclosure if possible so the Principle may seek an appropriate protective order or other appropriate remedy.

9.  INDEMNIFICATION.

The Licensor and Customer indemnify each other from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys’ fees, accounting fees, and expert witness fees) (collectively, “Claims”) that the either may incur and that arise from their respective business operations, or because of the Product, unless as a result of willful misconduct or gross negligence. The Customer understands the purpose of the Product is to provide a “Private Label” solution and compliant start point, and the Licensor assumes no responsibility for the Customer’s actions. The Customer alone is solely responsible for their compliance with applicable standards, applicable laws, rules, regulations, or requirements.

10.          GOVERNING LAW.

Unless otherwise specific this agreement is governed by the laws of the State of California. 

11.          AMENDMENTS.

No amendment to this agreement is effective unless it is in writing and agreed by both parties.

12.          NOTICES.

Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing via email or physical mail as appropriate.

13.          ENTIRE AGREEMENT.

This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.

14.          HEADINGS.

The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation.