This Agreement for Compliance Subscriptions and Physical Postings, together with any applicable Subscription Orders and any and all documents incorporated by reference (collectively, this “Agreement”), constitutes a binding agreement between GovDocs and Customer (each a “party” and collectively the “parties”) which governs the business relationship between the parties. This Agreement also governs Customer’s use, whether as a guest or an Authorized User, of the Site and any other websites, Physical Postings, Subscriptions, features, contents or applications provided by GovDocs from time to time that link or otherwise refer to this Agreement.
A. GENERAL TERMS AND CONDITIONS
APPLICABLE TO ALL CUSTOMERS AND ALL TRANSACTIONS
Unless otherwise defined elsewhere in this Agreement, the capitalized terms below have the following meanings:
“Affiliate” means any entity that (i) has its physical address listed as a Customer Location, and (ii) directly or indirectly controls, is controlled by, or is under common control with Customer, where “control” means (a) the power to direct (or cause the direction of) the management and policies of an entity, whether through ownership of voting securities, through contract or otherwise, and (b) ownership of at least fifty percent (50%) of the voting stock, shares or interests of such entity. An entity that otherwise qualifies under this definition will be included within the meaning of “Affiliate” even though acquired after the execution of this Agreement.
“Agreement” or “this Agreement” means this Agreement for Compliance Subscriptions and Physical Postings, together with any applicable Subscription Orders and any and all documents incorporated by reference. All references to “this Agreement” specifically and expressly include any and all applicable Subscription Orders and any and all documents or additional terms incorporated by reference.
“Authorized Users” means the individual personnel (including employees, contractors, representatives or other person(s) acting on Customer’s behalf) authorized or designated by Customer to access or use GovDocs’ Subscriptions or Physical Postings. Each Authorized User must be separately registered with GovDocs; no two persons may register or use any Subscription as the same Authorized User.
“Compliance Subscription” (or in abbreviated form, “Subscription”) means an enrollment for the GovDocs Data Subscription or the GovDocs Update Program or for a defined Term as specified in Customer’s Subscription Order, including any trial subscription. Customer may purchase multiple Compliance Subscriptions, which may be administered separately and all of which will be governed by the terms of this Agreement.
“Customer,” “You” or “Your” means the person or the legal entity that executes this Agreement or Order Document to purchase, license, view, access, use, renew or subscribe to any of our Subscriptions or Physical Postings . Customer also includes, when applicable, the legal entity that (i) executes or submits a Subscription Order to GovDocs, or (ii) uses or accesses GovDocs’ Subscriptions or Physical Postings. “Customer,” “You” or “Your” includes any of your Affiliates.
“Customer Information” means the information and data provided by Customer to GovDocs for use by GovDocs when preparing ELC Data for Customer, including Customer Locations and other information about Customer to facilitate identification of the applicable employment-law jurisdiction or legislation. “Customer Information” also means any information provided by Customer in connection with its use of the Subscriptions or Physical Postings, including any information uploaded to GovDocs’ systems.
“Customer Location” means the physical location of a Customer facility provided by Customer to GovDocs.
“Data” or “ELC Data” means the data and all other information provided by GovDocs to Customer in fulfillment of a Subscription Order, including text, sound, video or image files.
“Document” means written, printed or digital matter in all formats that provides information or content, including electronic media content such as text, sound, video or image files.
“GovDocs,” “we,” “our” or “us” means GovDocs, Inc., a Minnesota corporation, including any of our Affiliates.
“GovDocs Employment Law Compliance Platform” (or in abbreviated form, “GovDocs ELC Platform”) means one or more of the following:
GovDocs Data Subscription (or in abbreviated form, “Data Subscription”): A subscription by which GovDocs provides data and other information on a continuing basis which enables the Customer to track and access applicable employment laws and regulations such as minimum wage and paid leave laws for Customer’s Locations.
GovDocs Posters: Individual Posters or Posting Information purchased on a stand-alone basis, including, for example, replacement of a lost or damaged poster.
GovDocs Update Program: A compliance program that helps Customer, on a continuing basis, to track mandatory employment law posting requirements, including updated Posters and Posting Information, in physical or electronic form, applicable to a particular jurisdiction. The GovDocs Postings Dashboard is part of the GovDocs Update Program.
For the avoidance of doubt, the GovDocs Employment Law Compliance Platform (or in abbreviated form, “GovDocs ELC Platform”) was formerly known as the GovDocs Employment Law Compliance Platform (or GovDocs ELC Platform). For all purposes of this Agreement, both terms are synonymous.
“GovDocs Guarantee for Poster Non-Compliance” is set forth at www.govdocs.com/terms-and-policies-govdocs-guarantee.
“GovDocs Posting Dashboard” means the GovDocs full-service online resource that helps enable Customer to manage and monitor its labor law compliance program.
“Intellectual Property Rights” means any and all intellectual property associated with or incorporated into any of the GovDocs Subscriptions or Physical Postings (such as the GovDocs Employment Law Compliance Platform and the GovDocs Posting Dashboard), including any proprietary tracking and management systems, software and applications, designs, formulas, procedures, methods, apparatus, ideas, creations, improvements, works of authorship, materials, processes, inventions, techniques, data, know-how, show-how, algorithms, programs, subroutines, tools, patents and patentable materials, GovDocs copyrights and copyrightable materials, trade secrets and any such items specifically defined as “Intellectual Property” in an Subscription Order. In addition, “Intellectual Property Rights” includes all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
“Losses” means any and all penalties, claims, actions, suits, costs, judgments, settlements and expenses of whatever nature, whether incurred by or issued against an indemnified party or a third party, including indirect, special, punitive, consequential, incidental or other indirect losses or damages.
“Physical Postings” means Posters and Posting Information.
“Posters” means a placard designed by GovDocs or other tangible item provided by GovDocs to Customer (whether sent to Customer by GovDocs in printed form or printed by Customer using digital information supplied by GovDocs) containing employment-related notices required in specific jurisdictions, as described in an applicable Subscription Order.
“Posting Information” means information about the manner of placing Posters in order to comply with applicable federal and state regulations. Posting Information may be supplied in either tangible or electronic form.
“Site” means https://www.govdocs.com/ together with all constituent pages thereof on the global World Wide Web data network comprising interconnected networks using the TCP/IP protocol suite and all pages with the same hostname containing hyperlinks to each other, including the GovDocs Posting Dashboard.
“Subscription Order” means one or more ordering documents used to initiate a license of, or to obtain use of or access to, one or more Compliance Subscriptions or Physical Postings, each of which, upon written acceptance by GovDocs, shall be governed exclusively by this Agreement and all of which shall collectively comprise an integral part of this Agreement.
“Writing” or “written” means any form of recorded message capable of comprehension by ordinary visual means, including those in electronic form or having electronic signatures such as the on-demand electronic signature used by DocuSign, Inc., a/k/a/DocuSign Service.
In addition, as used in this Agreement the word including means “including but not limited to,” the word includes means “includes without limitation,” and the word or includes the word “and.”
2. COMMENCEMENT AND TERM
2.1 Customer must complete an applicable Subscription Order and submit that Subscription Order to GovDocs for acceptance to initiate an order for any Subscription or Physical Posting.
2.2 Customer’s submission of a Subscription Order is an offer to GovDocs by Customer for the purchase of the Physical Postings or Compliance Subscriptions specified in the Subscription Order, and shall become effective only upon written acceptance by GovDocs. Upon acceptance by GovDocs each Subscription Order shall be governed exclusively by this Agreement and shall become an integral part of this Agreement.
2.3 The term of this Agreement will commence on the date that GovDocs accepts Customer’s first Subscription Order and will remain in effect for at least one year thereafter (the “Minimum Initial Term”) or until all Compliance Subscriptions and Physical Postings ordered pursuant to any applicable Subscription Order have ended (the “Term”), whichever occurs later, unless earlier terminated as provided herein.
2.4 If this Agreement supersedes an earlier agreement between Customer and GovDocs pursuant to Section 11.2 hereof, then the Term of this Agreement shall be deemed to have commenced on the effective date of any such supersession.
2.5 By (i) signing or otherwise initiating an Subscription Order, (ii) submitting an Subscription Order to GovDocs ,or (iii) using or accessing GovDocs’ Physical Postings or Compliance Subscriptions, Customer accepts and agrees to be bound by all of the terms, conditions and other provisions of this Agreement.
3. FEES AND PAYMENT TERMS
Fees and payment terms are as specified in the applicable Subscription Order.
4. PROPRIETARY RIGHTS; CONFIDENTIALITY
4.1. Ownership. Notwithstanding any license granted to the Customer, GovDocs retains all Intellectual Property Rights in the Physical Postings and Compliance Subscriptions (including GovDocs’ ELC Platform and ELC Data) together with any software, modifications or enhancements incorporated therein. GovDocs retains all Intellectual Property Rights to patents, copyrights, trademarks, trade secret rights, mask rights, trademark and service mark rights, and any and all other proprietary rights of any kind whatsoever now existing or later arising in connection with the Physical Postings or Compliance Subscriptions (including the GovDocs ELC Platform) regardless of whether any enhancements, modifications or derivative works are suggested or developed by Customer, GovDocs or any other person, entity or organization. Customer will retain the rights to any custom content that is solely provided by and specific to the Customer under an accepted Subscription Order. The rights and licenses in this Agreement are licenses to “intellectual property” rights as defined in Section 365(n) of the United States Bankruptcy Code (11 U.S.C. Section 101, et seq.).
4.2 Treatment of Confidential Information. Customer and GovDocs shall maintain all proprietary and confidential information (“Confidential Information”) of the other party in confidence and shall not use it for any purpose other than the purposes expressly contemplated by this Agreement. Each party will protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information or in a commercially reasonable manner, whichever is greater.
4.3 Protection of Customer Information. Without limiting the foregoing and except as mandated by applicable law, regulation or subpoena, GovDocs will not disclose to third parties any of the following information provided by Customer: addresses, contact information or data associated with Customer Locations, Customer finances, staffing levels, personnel policies, pricing, or Customer’s technology, marketing strategy or plans and policies related to access to or use of GovDocs ELC Platform. With Customer’s written consent, GovDocs may use Customer’s name and logo in its sales materials and on its website, depicting Customer as a representative client of GovDocs.
4.4 Protection of GovDocs Information. Customer will not disclose any of the following to third parties: GovDocs’ pricing, technologies, marketing strategies, detailed product information or any of its Confidential Information.
4.5 Product Suggestions or Improvements. Customer grants GovDocs a perpetual, irrevocable, transferable, non-exclusive right to use any comments, suggestions, ideas, improvements, derivations or recommendations Customer provides related to any of the Compliance Subscriptions or Physical Postings, in any manner and for any purpose.
5. TERMINATION; RIGHTS RESERVED
5.1.1. After completion of the Minimum Initial Term of one year, either party may terminate this Agreement for convenience (that is, without cause and for any reason or for no reason) upon 30 days written notice, and this Agreement shall then terminate 30 days after the date of such notice.
5.1.2. Either GovDocs or Customer may terminate this Agreement and any outstanding Subscription Order for cause if the other party is in material breach of this Agreement or any Subscription Order. The terminating party will give the breaching party not less than thirty (30) days’ written notice and opportunity to cure the breach if the cause for termination is curable. If the cause for termination is not curable, termination is effective immediately upon written notice from the terminating party. Disclosure of Confidential Information and misappropriation of GovDocs’ Intellectual Property Rights are grounds for immediate termination.
5.1.3. In addition, either party may terminate this Agreement for cause by written notice, without opportunity to cure, in the event that the other party (a) fails to function as a going concern; (b) becomes or is declared insolvent; (c) becomes subject to a voluntary or involuntary bankruptcy or similar proceeding; or (d) makes an assignment for the benefit of all or substantially of all of its creditors.
5.1.4. In the event GovDocs terminates this Agreement pursuant to this Section 5, GovDocs will be entitled to recover payment for all Compliance Subscriptions and Physical Postings provided to Customer through the date of termination. If GovDocs terminates this Agreement for convenience, however, Customer shall have no further payment obligations and shall be entitled to a pro rata refund of any amounts prepaid for Physical Postings or Compliance Subscriptions which were to have been provided after the effective date of any such termination.
5.1.5. In the event Customer terminates this Agreement pursuant to this Section 5, Customer will be entitled to the continued benefit of all Compliance Subscriptions and Physical Postings paid for by Customer through the date of termination. If Customer terminates this Agreement for convenience, however, Customer shall not be eligible for, and shall not receive, a refund of any amounts prepaid for Physical Postings or Compliance Subscriptions which were to have been provided after the effective date of any such termination.
5.2. Rights Reserved
5.2.1. Notwithstanding the foregoing, GovDocs reserves the right, in its sole discretion, to suspend with notice, or to immediately block or terminate, this Agreement or any Subscription or Physical Posting, upon the occurrence of any of the following:
18.104.22.168. Material breach by Customer; or
22.214.171.124. Customer fails to make any required payment to GovDocs when due; or
126.96.36.199. GovDocs determines that Customer’s use of any Subscription or Physical Posting is in breach of the GovDocs Acceptable Use Policy; has resulted in or is likely to result in a breach of security, confidentiality or privacy; or constitutes or is likely to constitute a violation of Applicable Law (as defined in Section 8.3 below); or
188.8.131.52. Customer violates the terms of any License granted in this Agreement.
5.2.2. If GovDocs blocks, suspends or terminates this Agreement or any Subscription or Physical Posting, for any of the foregoing reasons, all Licenses granted in this Agreement shall terminate immediately.
6. NO PROFESSIONAL ADVICE
The information provided through Compliance Subscriptions or Physical Postings is not and shall not be construed as legal, regulatory, tax, accounting or other professional advice or sufficient to satisfy any legal, regulatory, tax, accounting or other professional requirements. Customer shall conduct its own due diligence and seek the assistance and advice of a qualified legal, tax or accounting professional, and Customer assumes sole responsibility for decisions or opinions made by Customer in the course of using any of the Compliance Subscriptions or Physical Postings.
7. CUSTOMER RESPONSIBILITIES
7.1. IT Security Requirements. Customer access to the ELC Data and any GovDocs systems must be limited to devices that are properly configured with security software (i.e., antivirus, ransomware, encryption, etc.), and run an acceptable industry standard anti-malware solution. To that end Customer will undertake and maintain reasonable precautions to safeguard the integrity of the ELC Data and any GovDocs system including the implementation of procedures to ensure that no disabling codes or instructions, timers, copy protection devices, “back doors,” “time bombs,” “Trojan horses,” “worms,” “viruses” or other software routines or hardware components that permit unauthorized access or the unauthorized disablement or unauthorized erasure of data or other software by a third party are introduced into the ELC Data or any GovDocs system. Customer may not use the Compliance Subscriptions or Physical Postings in any manner that could damage, disable, overburden or impair any GovDocs server, or the network(s) connected to any GovDocs server, or interfere with any third party’s use and enjoyment of any GovDocs Compliance Subscriptions or Physical Postings.
7.2. GovDocs’ Reliance on Accurate and Timely Customer Information. Customer acknowledges the critical importance of providing timely, complete, accurate and up-to-date information to GovDocs. Customer represents that all Customer Information is correct and up-to-date. Customer must also periodically review the accuracy and timeliness of the Customer Information it has provided to GovDocs. Customer agrees it is solely responsible to provide GovDocs with prompt updates and revisions to any and all changes in Customer Information. Customer is encouraged to do so via the GovDocs’ Site. Customer is solely responsible for selecting and providing to GovDocs the Customer Locations it elects to be included in Customer’s Compliance Subscriptions. Customer acknowledges that GovDocs has no responsibility for missing or incorrect information regarding Customer Locations, or for Customer Locations that Customer does not include in Customer’s Subscription. Customer acknowledges that the ELC Data provided by GovDocs to Customer through a Subscription is dependent upon Customer providing complete, accurate and up-to-date Customer Information.
8. REPRESENTATIONS; DISCLAIMER OF WARRANTIES
8.1. GovDocs represents and warrants that:
8.1.1. It has the right to make the Compliance Subscriptions and Physical Postings available to Customer under this Agreement and that such Physical Postings and Compliance Subscriptions will perform as expressly provided in this Agreement.
8.1.2. It is and will be insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which GovDocs is engaged, in the jurisdictions in which it operates; it has never been refused any insurance coverage sought or applied for; and it has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.
8.2. Customer represents and warrants that:
8.2.1. The information Customer provides and will provide in connection with the Compliance Subscriptions and Physical Postings is current, accurate and complete.
8.2.2. Customer represents that, as of and after the commencement of this Agreement, Customer (a) will be solvent; (b) will continue to function as a going concern; and (c) does not intend to incur and does not believe that it will incur debts beyond its ability to pay such debts as they become due.
8.2.3. Customer is solely responsible for following all usage instructions; for adhering to minimum recommended technical requirements; for any access to or use of the GovDocs ELC Platform in any manner which violates this Agreement; for failure to provide accurate and complete Customer Information; for failure to implement and maintain proper and adequate cyber security, back-up and recovery measures; for third party software; and for malfunction of Customer’s hardware. Customer is also responsible for the acts and omissions of its Affiliates and Authorized Users in breach of this Agreement.
8.2.4. Customer understands and acknowledges that pursuant to this Agreement GovDocs may be providing sensitive and proprietary information access to its computer systems. Customer represents and warrants that it will not access the ELC Data or any computer systems of GovDocs for any purpose other than as necessary to receive the benefits of this Agreement and that Customer will not use any system access information to gain unauthorized access to the ELC Data or GovDocs systems, or to exceed the scope of any unauthorized access hereunder. All access by Customer to the ELC Data and any GovDocs system must be encrypted and pass through firewalls and data security protections sufficient to ensure the security and confidentiality of the ELC Data and to protect against any unauthorized access to any computer systems of GovDocs.
8.2.5. Customer represents that the person entering into this Agreement on behalf of Customer has the authority to bind that company or entity. If such person does not have such authority, Customer must not accept this Agreement and Customer is not permitted to use or access any Compliance Subscriptions or Physical Postings.
8.3. Each party represents and warrants that:
In their respective performance of this Agreement, both parties will comply with all Applicable Laws. “Applicable Laws” means any applicable country, federal, state and local law, ordinance, statute, by-law, regulation, order, regulatory policy (including any requirement or notice of any regulatory body), compulsory guidance or industry code of practice, rule of court or directives, or binding court decision or precedent, each of the above as may be amended from time to time.
8.4. Disclaimer of Warranties:
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, ALL PHYSICAL POSTINGS AND COMPLIANCE SUBSCRIPTIONS ARE PROVIDED TO CUSTOMER “AS IS,” “WHERE IS” AND ON AN “AS AVAILABLE” BASIS. GOVDOCS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RELATING IN ANY WAY TO THE USE OF THE PHYSICAL POSTINGS OR COMPLIANCE SUBSCRIPTIONS AND ANY CONTENT CONTAINED THEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. LIMITATIONS ON LIABILITY
9.1. The following provisions shall apply to and shall govern any claim, action, demand, judgment or proceeding based on, arising out of, related to or in any manner connected with this Agreement (including any Compliance Subscriptions, Physical Postings or applicable Subscription Orders) or the subject matter hereof, regardless of the form of action:
9.2. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR: (1) CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES, OR (2) DAMAGES OF ANY KIND FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, OR (3) DAMAGES OF ANY KIND FOR BUSINESS INTERRUPTION, LOST OR DAMAGED DATA OR LOSS OF BUSINESS INFORMATION, GOODWILL, REPUTATION OR PRIVACY, OR (4) COSTS OF PROCURING SUBSTITUTE GOODS, SOFTWARE OR SUBSCRIPTIONS, OR (5) DAMAGES OF ANY KIND RESULTING FROM ANY DECISION MADE OR ACTION TAKEN; INCURRED BY EITHER PARTY OR ANY THIRD PARTY, HOWEVER ARISING, WHETHER IN AN ACTION IN CONTRACT, TORT, UNDER STATUTE OR OTHERWISE, AND WHETHER OR NOT THE OTHER PARTY OR ANY OTHER PERSON COULD REASONABLY HAVE FORESEEN THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
9.3. Except for claims covered by the Indemnification provisions of Section 10 below, in no event shall either party’s entire, aggregate and cumulative liability to the other party (or an Affiliate of such party) for damages, judgments, claims, liabilities, costs or expenses of any and all kinds based on, arising out of, related to or in any manner connected with this Agreement or any Compliance Subscriptions or Physical Postings (including liability alleged under or in connection with any applicable Subscription Order), exceed the total fees paid by Customer to GovDocs during the twelve (12) month period preceding the claim giving rise to such liability.
9.4. The limitations set forth in this Section 9 shall apply whether in an action based on contract, warranty, strict liability, statute, tort (including, without limitation, negligence) or otherwise. The parties agree that the limitations specified in this Section 9 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose; represent an allocation of risk between the parties; and are an essential and material part of this Agreement. This Section 9 does not limit, expand or alter either party’s liability for indemnification, which is exclusively stated in Section 10 immediately following.
9.5. The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
10. MUTUAL INDEMNIFICATION
Each party will defend, hold harmless and indemnify the other party from and against any and all Losses resulting or arising from any claim, action or proceeding brought by a third party in connection with or relating to Customer’s access to or use of the Compliance Subscriptions or Physical Postings (or the unauthorized use of any Compliance Subscriptions or Physical Postings with a password that was assigned by Customer), or violation of this Agreement.
11.1. Entire Agreement. This Agreement, together with the applicable Subscription Orders and any and all documents incorporated by reference and any other required documents for use of the Compliance Subscriptions or Physical Postings, constitutes the sole, entire, complete and exclusive agreement between GovDocs and Customer with respect to the subject matter addressed, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties (both written and oral) relating to the subject matter of this Agreement.
11.3. Notices Except as otherwise provided herein, all notices required or permitted to be given by one party shall be provided to the other party in writing including by electronic mail to Your e-mail address on record in our account information or by written communication sent by first class mail or pre-paid post to Your address on record in our account information. If Customer has a legal dispute with GovDocs or if Customer becomes subject to insolvency or other similar legal proceedings, Customer agrees to promptly send written notice to: GovDocs, Inc., 355 Randolph Ave, Suite 200, Saint Paul, MN 55102.
11.4. Contracting Authority; Electronic Communications. The party accepting these terms on behalf of an entity represents that such party has the legal authority to enter into this Agreement on that entity’s behalf. Customer agrees to receive electronically all communications, agreements and notices that GovDocs may provide (“Communications”), including by e-mail, text, in-app notifications or by posting them on the GovDocs Site or through any GovDocs Subscription or Physical Posting. Customer further agrees that all Communications provided electronically satisfy any legal requirement that such Communications be in writing.
11.5. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and construed under the laws of the State of Minnesota. Each of the parties consents and agrees that all legal proceedings relating to the subject matter of this Agreement shall be maintained in courts sitting within the State of Minnesota, and that jurisdiction and venue for such proceedings shall lie exclusively with such courts. Service of process in any such proceeding may be made by certified mail, return receipt requested, directed to the respective party at the address at which it is to receive notice as provided herein.
11.6. Severability If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.
11.7. No Waiver. The failure by any party to exercise or enforce any right, power or remedy under this Agreement shall not be deemed to operate as a waiver of any such right, power or remedy; nor shall any single or partial exercise by any party operate so as to bar the exercise or enforcement thereof or of any right, power or remedy on any later occasion.
11.8. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each party. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by either party hereto without the prior written consent of the other party; provided, however, this Agreement may be assigned by GovDocs to an Affiliate or any person or entity which succeeds to the interests of GovDocs by reason of a merger, consolidation or reorganization involving GovDocs or a sale of all or substantially all of the assets or equity of GovDocs.
11.9. No Third Party Beneficiaries. There are no third-party beneficiaries of this Agreement.
11.10. Force Majeure. Each party’s performance under the Agreement is subject to interruption and delay due to causes beyond its reasonable control such as acts of God; acts of any government; war or other hostility; civil disorder; the elements; fire; explosion; power failure; equipment failure; electrical, internet or telecommunication outage that is not caused by the obligated party; industrial or labor dispute; inability to obtain necessary supplies; epidemic or pandemic; or any other similar events that prevent, hinder or frustrate a party from fulfilling its contractual obligations under this Agreement. Each party agrees to will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either party may cancel affected orders upon written notice. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Customer’s obligation to pay for Physical Postings or Compliance Subscriptions provided.
11.12. Binding Effect. Any purchase, license, access, visit, use or renewal of one or more GovDocs Physical Postings or Compliance Subscriptions by Customer constitutes acceptance of all of the terms and conditions contained herein, without deviation or change.
The following additional terms and conditions apply to the provision by GovDocs of Physical Postings:
PHYSICAL POSTINGS LICENSE
GovDocs grants Customer a non-exclusive, non-transferable, limited right and license to use and display the GovDocs Physical Postings identified in Customer’s Subscription Order in the regular course of business at the Customer Locations identified in the Subscription Order. This is a license, not a sale, and GovDocs does not grant Customer any rights in or to any GovDocs Physical Postings other than those expressly granted in this Physical Postings License. Subject to the terms of this Physical Postings License, Customer retains ownership of the paper(s) (or other tangible material) on which any Physical Postings are printed.
Additional terms of this Physical Postings License are:
Except as expressly provided in this License, Customer may not otherwise reproduce, retransmit, distribute, disseminate, sell, resell, license, sublicense, lease, publish, broadcast or circulate any GovDocs Physical Postings; however, nothing in this License is intended to reduce, limit or restrict any rights arising from fair use, fair dealing, first sale or other limitations on the exclusive rights of the copyright owner under copyright law or other applicable laws.
PHYSICAL POSTINGS WARRANTIES AND DISCLAIMERS
Provided that the Customer has a current Subscription to the GovDocs Update Program in good standing for a particular Customer Location, the “GovDocs Guarantee for Poster Non-Compliance” applies and is the sole and exclusive remedy for Customer for any claims or liabilities arising from, based on or related to any Physical Postings that GovDocs provides to Customer. The GovDocs Guarantee for Poster Non-Compliance, which is subject to certain restrictions and disclaimers, is available at www.govdocs.com/terms-of-use.
The foregoing is the sole and exclusive remedy for Customer, and GovDocs’ entire liability, for any claims or liabilities arising from, based on or related to any Physical Posting. In addition, the limitations on liability set forth in Section 9 of this Agreement apply fully to any claims (including warranty claims) relating to a Physical Posting.
EXCEPT AS SPECIFICALLY PROVIDED IN THE “GOVDOCS GUARANTEE FOR POSTER NON-COMPLIANCE,” ALL PHYSICAL POSTINGS ARE PROVIDED TO CUSTOMER “AS IS,” “WHERE IS” AND ON AN “AS AVAILABLE” BASIS. GOVDOCS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RELATING IN ANY WAY TO THE USE OF THE PHYSICAL POSTINGS AND ANY CONTENT CONTAINED THEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The following additional terms and conditions apply to GovDocs Compliance Subscriptions:
COMPLIANCE SUBSCRIPTION LICENSE
GovDocs grants Customer and its Authorized Users a non-exclusive, non-transferable, limited right and license to visit, access and use the GovDocs Compliance Subscriptions identified in Customer’s Subscription Order in the regular course of business. This is a license, not a sale, and GovDocs does not grant Customer any rights in or to any GovDocs Compliance Subscriptions other than those expressly granted in this Compliance Subscription License.
Additional terms of this Compliance Subscription License are:
As allowed by this Compliance Subscription License, the Data (including the ELC Platform and any ELC Data included in any Compliance Subscriptions ordered by Customer) may be accessed via Customer’s internal network and printed, displayed, transmitted and shared internally as needed in the regular course of Customer’s business. Copyright notices must be retained on any transmitted or printed items.
Customer may not sell, resell, sublicense, distribute, display, reproduce, store or transfer any Data, including the ELC Platform and any ELC Data, in any way that would allow non-authorized Customer Locations, affiliates, vendors or third parties to use or access the same. Customer may not use any means to discern or reverse engineer the source code of any Data, including the ELC Platform.
Prior to accessing the Customer’s Subscription (or if required, to access any Compliance Subscriptions), Customer will designate its Authorized Users and will assign unique usernames and strong passwords to each Authorized User. Passwords shall only be used by the Authorized User to whom issued; sharing of passwords is STRICTLY PROHIBITED. Customer is solely responsible for the authorization and management of all Authorized User accounts and is solely responsible for ensuring that their use of the Compliance Subscriptions and Physical Postings is in accordance with this Agreement (for example, Customer must ensure that its Authorized Users comply with the Acceptable Use Policy). Access and use by any unauthorized person or entity is not permitted. Customer will immediately notify GovDocs of any loss, theft or unauthorized use of any user name, password or other personal or company identification numbers that may be assigned by Customer, or any unauthorized access to or use of GovDocs ELC Platform or the ELC Data.
Except as expressly provided in this License, Customer may not otherwise reproduce, retransmit, distribute, disseminate, sell, resell, license, sublicense, lease, publish, broadcast or circulate any Data, including the ELC Platform and any ELC Data, or any Compliance Subscriptions; however, nothing in this License is intended to reduce, limit or restrict any rights arising from fair use, fair dealing, first sale or other limitations on the exclusive rights of the copyright owner under copyright law or other applicable laws.
GovDocs reserves the right to block access to any Compliance Subscriptions or the Site for violation of this Compliance Subscription License.
COMPLIANCE SUBSCRIPTION WARRANTIES, REMEDIES AND DISCLAIMERS
In the event the information supplied via one or more Compliance Subscriptions (including the ELC Data) is inaccurate, incomplete or out-of-date and such inaccuracy is the result of GovDocs’ error in the provision of a Compliance Subscription and is not attributable to incorrect, inaccurate or out-of-date Customer Information, GovDocs will revise and correct the error and if it is unable to correct the error within ten (10) business days of its receipt of notice, Customer may terminate this Agreement and will receive a refund for any prepaid subscription fees.
The foregoing is the sole and exclusive remedy for Customer, and GovDocs’ entire liability, for any claims or liabilities arising from, based on or related to any Compliance Subscription. In addition, the limitations on liability set forth in Section 9 of this Agreement apply fully to any claims (including warranty claims) relating to a Compliance Subscription.
For Data Subscriptions only, the table below illustrates certain potential events which may constitute a breach of the foregoing limited warranty, entitling Customer to exclusive remedies to the extent set forth herein:
|Data Subscription Event||Breach of Warranty?|
|Incorrect jurisdiction is displayed for a Customer Location within the application portion of the ELC Platform||Yes. Provided that the Customer Locations and Customer Information as provided to GovDocs are accurate, complete and correct, then GovDocs would had incorrectly assigned location’s jurisdiction and breached the above warranty.|
|Jurisdiction content displayed in application portion of the ELC Platform is out of date or missing information – information supplied by GovDocs does not match available information from jurisdiction.||Yes. Provided that jurisdiction information is available and accessible, then GovDocs would have failed to input all necessary information and breached the above warranty.|
|Errors or omitted information in jurisdiction content due to error by jurisdiction or other third party resource (e.g. regulation or legislation has incorrect date – for example, 1/1/2021 vs 1/1/2022).||No. Beyond ensuring the accurate jurisdiction is captured, GovDocs does not validate the jurisdictional information for accuracy or correctness.|
EXCEPT AS SPECIFICALLY PROVIDED IMMEDIATELY ABOVE, ALL COMPLIANCE SUBSCRIPTION ARE PROVIDED TO CUSTOMER “AS IS,” “WHERE IS” AND ON AN “AS AVAILABLE” BASIS. GOVDOCS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RELATING IN ANY WAY TO COMPLIANCE SUBSCRIPTION, THE USE OF THE COMPLIANCE SUBSCRIPTION AND ANY CONTENT CONTAINED THEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
[END OF AGREEMENT FOR SUBSCRIPTIONS AND PHYSICAL POSTINGS]
Agreement for Services and Products (Superseded: May 15, 2020)