Report It Terms of Service (10/2022)

Thank you for using our products (“Products”) and services (“Services”). The Services are provided by Report It, LLC (hereinafter “Provider” or “Report It”), a Pennsylvania Limited Liability Corporation. By using our Products or Services, you (hereinafter, “Subscriber”) are agreeing to these terms. Please read them carefully.

Report It provides third party anonymous and confidential reporting services by making available an online anonymous reporting platform via the Reportit.com web site as well as a mobile app available for download onto a User’s (hereinafter “User”)  mobile device, and toll free phone reporting (collectively, the confidential reporting services described in the Recitals are referred to in this Agreement as the “Services”).

1. 1. Report It will provide the following agreed upon services for the submission of anonymous reports to you:
      1. Online Anonymous Service. Report It will provide an anonymous online platform available 24 hours per day, 7 days per week (“24/7”) for Users to create and submit confidential and anonymous reports to Subscriber via an online anonymous reporting mechanism.
      2. App for Mobile Devices. Report It will provide an anonymous reporting app for mobile devices available 24 hours per day, 7 days per week (“24/7”) for Users to create and submit confidential and anonymous reports to Subscriber via an app interface and anonymous reporting mechanism.
      3. Toll free Phone (Optional Service). Report It may optionally provide a toll-free phone number available for users to create and submit confidential and anonymous reports to Subscriber via a live operator.

1. 2. Fees
      1. Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription (12 month minimum)
      2. Payment. Payment in Full is required upon acceptance of the sales proposal. Services will not begin until payment is received. 
      3. Fee adjustments at Renewal: Upon renewal, we may increase your subscription fees to our then-current price. We will notify you at least 30 days in advance of your renewal term. If you do not agree to this increase, you can choose to terminate your subscription at the end of you’re the-current term by providing the notice required.
      4. Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the subscription term.
      5. Payment against invoice. If you are approved to pay by invoice, we will invoice you not more than forty-five (45) days before the beginning of the subscription term and each subsequent billing period. All amounts invoiced are due and payable in accordance with the terms of the invoice.
      6. Suspension for Non-Payment. We will provide notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to the service ten (10) days after such notice.

1. 3. Term and Termination
      1. Term and Renewal. Your initial term will begin upon acceptance of our sales proposal, and, unless otherwise specified, your subscription will automatically renew for one year.
      2. Notice of Non-Renewal. Unless otherwise specified, to prevent the renewal of your subscription, you must provide written notice of non-renewal at least 15 days prior to the subscription renewal date.
      3. Early Cancellation. You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription fees.
      4. Termination for Cause. Either party may terminate this agreement for cause upon thirty (30) days’ notice to the other party of a material breach id such breach remains uncured at the expiration of such period, or immediately, if the other party becomes subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors.

1. 4. Subscriber Data. You own and retain all rights to the Subscribers information and data. This agreement does not gran us any ownership rights to the Subscribers information and data. You grant permission to us to use the data only as necessary to provide the services permitted by this agreement. If you are using the service on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

1. 5. System Data Security. Report It represents that it has the appropriate physical, electronic and managerial procedures in place to disseminate and protect access to information collected through its system.  Report It will protect the confidentiality of Subscriber’s information and communications in accordance with the highest industry standards, provided that such protection shall be consistent with the law.  Report It further represents that it has the right to offer and provide Services without infringing on any third party’s patent, trademark, copyright, or other intellectual property rights. 

1. 6. Disclaimers of Warranty. Report It represents and warrants: (i) it will perform the Services, or if applicable that its employees will perform the Services, in a professional and workmanlike manner and with a level of skill commensurate with the requirements of this Agreement; (ii) it owns or otherwise has sufficient rights in the Products and Service to grant to Subscriber the right to use the Products and Service; and (iii) to the best of our knowledge, the Products and Service do not contain any virus, worm, built-in or use-driven destruction mechanism, injurious or damaging algorithm, time bomb, trojan horse or other software or hardware designed and intended to disable or adversely affect the Products. Except as otherwise expressly provided in this Agreement, the parties expressly disclaim, and hereby expressly waive, all warranties, express or implied, including, without limitation, warranties of merchantability and fitness for a particular purpose.

1. 7. Report It reserves the right to take the Services off-line from time to time for periodic routine maintenance and unscheduled maintenance.

1. 8. Secure Report Retrieval System and Designate Report Recipients. Report It will provide a secure report retrieval system (the “System”) accessible only by pre-determined designated report recipients set forth by the System Administrator. The System Administrator identified by the Subscriber will be the person responsible for interaction between Subscriber and User. Recipients will be provided their own unique User name and password to access the report retrieval site. Report It will not release User names or passwords to anyone inside or outside of Subscriber.  Any request made for such information to Report It by employees of Subscriber will be referred to the Subscribers designated System Administrator. Only the Designated Recipients chosen by Subscriber will receive report alerts.

1. 9. Report Routing and Notification. Upon submission of an anonymous report by a User the system will generate an e-mail and/or text message Report Alert to the Designated Recipients. The information forwarded to Subscriber or the Designated Recipients by Report It is to be regarded as informational only.  Subscriber and its officers, directors, members or other control persons are solely responsible to act and respond to notification alerts in any legally appropriate manner.  Subscriber acknowledges that Report It will take no action whatsoever with regard to the information it forwards to Subscriber or the Designated Recipients.  Report It shall not be responsible for any consequences related to the action, inaction or inappropriate action of Subscriber or the Designated Recipients.

1. 10. All transmitted communications of any kind or nature by or between any User and Subscriber are deemed confidential and the property of Subscriber. In addition, any communication of any kind or nature by and between any User and Report It are also deemed confidential and the property of Subscriber.  Report It agrees that it will only make available reports or Report Alerts to the Designated Recipients.  Report It agrees not to release, divulge or disseminate any confidential information at any time.  Notwithstanding anything to the contrary contained herein, in the event that any confidential information is required to be produced pursuant to a valid and binding order of a court of competent jurisdiction or a valid and binding subpoena or search warrant, Report It agrees to promptly notify Subscriber of such request at least five days prior to the release of said information and to cooperate with Subscriber, at Subscriber’s expense, if Subscriber desires to oppose such order, subpoena or search warrant.

1. 11. Program Introduction and Awareness Material. Report It may provide electronic versions of its instructional and program awareness material to the Subscriber.  Report It hereby grants Subscriber permission to reproduce/copy and distribute this material on an as needed basis to be used for the purpose of informing any/all Users of the service during the term of this Agreement. In conjunction with this material, Report It hereby grants Subscriber the permission to use/copy and reproduce the electronic version(s), which may include the Report It logo, copyright and trademarks of Report It, LLC. 

1. 12. Force Majeure. Any failure by Report It to perform any obligation arising under or in connection with this Agreement shall be excused if such failure shall have been caused by any act or circumstances beyond the reasonable control of Report It, including without limitation, any Act of God, fire, flood, explosion, earthquake, discontinuation of power supply, court order or governmental interference, civil commotion, riot, war, strike, or labor disturbances.

1. 1. 1. Report It, its principals, employees, and agents shall not be liable for the accuracy, or the content of any information transmitted to Designated Recipients. Report It shall forward said reports consistent with the highest standards and strictest confidence in the industry.  Report It shall not alter or amend said reports in any manner.  Subscriber may utilize such information in any manner it sees fit and Report It, its principals, employees, and agents make no specific representations concerning the truth or accuracy of the reported information.  Report It shall not be responsible for any consequences, intended or otherwise, from its use or misuse.  Failure of the Subscriber to act or otherwise take any action shall not result in any liability on the part of Report It.  Subscriber acknowledges that Report It is acting only as an intermediary for the confidential flow of information.  Subscriber shall not hold Report It responsible for the content of any information transmitted.
      2. Subscriber acknowledges, agrees, and consents that Report It has no authority to act or take any action(s) with regard to the source of any confidential information other than to forward the specific information to Subscriber and/or the Designated Recipients.
      3. Subscriber acknowledges, accepts, and consents that Report It is unable to provide Subscriber with the confidential source of any anonymous information provided and Report It cannot verify the validity of any source of information. Subscriber further acknowledges that Report It is not responsible to take any action, nor is it Report Its responsibility to evaluate the validity of the information or take any action other than to forward the information to Subscriber and/or the designated Recipients. It is the sole responsibility of the Subscriber to evaluate the validity of the information transmitted and to determine what if any action is necessary.

1. 14. Indemnification - Subscriber. Subscriber agrees to be liable for and shall defend, release, indemnify and hold Report It harmless from and against any and all losses, liabilities, cost and expenses (including, without limitation, court cost and attorney fees) arising out of any claim or cause of action by or against, Subscriber or its subcontractors, employees, their representatives, agents, heirs, assigns, members and beneficiaries as against Report It to the fullest extent allowed by law unless such claims, damages or liability arise from Report It’s negligence or willful misconduct. Neither party will be liable for more than the total amount paid under this agreement.

1. 15. Indemnification – Report It. Report It agrees to be liable for and shall defend, release, indemnify and hold Subscriber harmless from and against any and all losses, liabilities, cost and expenses (including, without limitation, court cost and attorney fees) arising out of any claim or cause of action by or against, Report It or its subcontractors, employees, their representatives, agents, heirs, assigns, members and beneficiaries as against Subscriber to the fullest extent allowed by law as a result of Report It’s Services, unless such claims, damages or liability arise from Subscriber's negligence or willful misconduct. Neither party will be liable for more than the total amount paid under this agreement.

1. 16. Limitation of Liability. Notwithstanding any other provision contained in this agreement, neither party shall be liable to the other party for, and each party expressly releases the other party from any punitive, indirect, special, exemplary, incidental or consequential damages of any kind, including without limitation, lost profits or loss of use, regardless of the cause and legal theory of recovery, including negligence, gross negligence or willful misconduct. Neither party will be liable for more than the total amount paid under this agreement.

1. 17. Relationship of the Parties. Subscriber and Report It are independent contractors. Nothing contained in this Agreement shall be construed to create an agency, joint venture, or partnership between the parties.  Report It shall determine the time, place, methods, details and means of performing the Services under this Agreement pursuant to the applicable sales proposal or statement of work.  Report It acknowledges and agrees that he or she is not and shall not be construed as an employee of Subscriber (whether common-law or otherwise) for any purpose and that he or she is not entitled to any compensation, benefits or other perquisites to which a Subscriber employee would be entitled.

1. 18. Each party shall comply (and assist the other party in complying) with all applicable local, state, national and foreign laws, treaties, regulations, guidelines and conventions, including laws regarding trade compliance, individual data privacy and/or security, and the prevention or prohibition of corruption or bribery.  Any identifiable information, including but not limited to names, email addresses, physical addresses, or phone numbers (“Personal Information”) provided by reporters to Report It will be received, collected, stored, processed, or transferred in compliance with all applicable laws regarding the privacy or security of individually identifiable information.  Report It will not sell or provide Personal Information to third parties; for any purpose, including other commercial purposes, other than performing the Service and other obligations specified in this Agreement.

1. 19. Governing Law. This Agreement and the rights of the parties shall be governed by the law of the State of Pennsylvania (regardless of the laws that might otherwise govern under applicable principles of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction, effect, performance, and remedies.

1. 20. In the event that any one or more of the provisions contained herein is held invalid or unenforceable in any respect, the parties shall negotiate in good faith with a view toward substituting therefore a suitable and equitable solution in order to carry out the intent and purpose of such invalid provision; provided, however, that the validity and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

1. 21. Entire Agreement. This Agreement, including all exhibits and addenda hereto, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties set forth in this Agreement.  No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.  To the extent of any conflict or inconsistency between the provisions of the body of this Agreement and any exhibit or addendum hereto or any sales proposal or statement of work, the terms of this Agreement shall prevail.