GovDocs, Inc., Agreement for Services and Products

Last modified: June 24, 2019

This Agreement for Services and Products, together with any applicable Order Documents and applicable Supplemental Terms and Conditions (collectively, this “Agreement”), constitutes a binding agreement between GovDocs and Customer (each a “party” and collectively the “parties”).

1. DEFINITIONS. 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.

“Authorized Users” means the personnel (including employees, contractors, representatives or other person(s) acting on Customer’s behalf) authorized or designated by Customer to access or use GovDocs’ Products and/or Services.

“Customer” means the legal entity that executes this Agreement and its Affiliates.  Customer also includes, when applicable, the legal entity that (i) executes or otherwise accepts an Order Document, (ii) submits an Order Document to GovDocs, or (iii) uses or accesses GovDocs’ Products and/or Services.

“Customer Information” means the information and data provided by Customer to GovDocs for use by GovDocs when preparing ELM Data for Customer, including Customer Locations and information about Customer’s employees, industry and revenues.  “Customer Information” also means any information provided by Customer in connection with its use of the Services and/or Products including any information uploaded to GovDocs’ systems.

“Customer Location” means the address of a physical location provided by Customer to GovDocs, for use by GovDocs when creating ELM Data for Customer.

“ELM Data” means the data and all other information provided by GovDocs to Customer in fulfillment of an Order Document.

“GovDocs” means GovDocs, Inc., a Minnesota corporation.

“GovDocs Employment Law Management Tools” (or in abbreviated form, “GovDocs ELM Tools”) means one or more of the following:

GovDocs Posting Information Update Subscription:  Initial and regularly updated labor posters and posting information, in physical or electronic form, with optional additional or customized products or services to assist users with compliance.

Physical Posters and Posting Information:  Individual labor law posters or posting information purchased on a stand-alone basis, for example, replacement of a lost or damaged poster.

GovDocs Data Subscription:  A subscription enabling Customer to track and access applicable employment laws and regulations such as minimum wage laws for Customer’s Locations.

GovDocs Notices Subscription:  Subscriptions to provide mandatory or desired notices to applicants, customers, employees or other Customer contacts in physical or electronic forms.

Add-ons:  Any additional, ancillary or customized products, tools or services provided by GovDocs to Customer as described in an applicable Order Document.

“Intellectual Property” means any and all intellectual property associated with or incorporated into any of the GovDocs Products or Services (such as the GovDocs Employment Law Management Tools), 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 Order Document or any applicable Supplemental Terms.  In addition, “Intellectual Property” 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.

“Order Document” means the Order Document, Subscription Order, Sales Order, Statement of Work (“SOW”) or other document used to purchase, license, access or use one or more Products or Services from GovDocs, each of which shall be governed exclusively by this Agreement and all of which collectively comprise an integral part of Customer’s contract with GovDocs.

“Posters” means a printed placard containing employment-related notices required in specific jurisdictions.

“Posting Information” means information about the manner of placing Posters required in order to comply with applicable federal and state regulations.  Posting Information may be supplied in either tangible or electronic form.

“Products” means any Posters or other tangible items provided by GovDocs to Customer, as described in an applicable Order Document.

“Services” means the GovDocs service offerings to which Customer subscribes, as described in an applicable Order Document, and includes the GovDocs ELM Tools.  “Services” also includes any Subscriptions.

“SLAs” means the service levels regarding delivery or performance of the Products or Services (as described by GovDocs at or at an alternate site identified by GovDocs).

“Subscription” means an enrollment for Products or Services for a defined Term as specified in Customer’s Order Document.  Customer may purchase multiple Subscriptions, which may be administered separately and all of which will be governed by the terms of this Agreement.

“Supplemental Terms and Conditions” means the supplemental terms and conditions applicable to one or more of GovDocs’ Products or Services, as specified in Section 3B below.

In addition, as used in this Agreement the word including means “including but not limited to” and the word includes means “includes without limitation.”

2. LICENSE. GovDocs grants Customer a non-exclusive, non-transferable, limited right to access and use the GovDocs Products and Services identified in Customer’s Order Document in the regular course of business at the Customer Locations identified in the Order Document.

Additional terms of this License are:

A. Provided Customer meets all of the access and security requirements set forth in this Section 2, the ELM Data included in the Products and Services (including any Subscription) 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 at the Customer’s Locations. Copyright notices must be retained on any transmitted or printed items.

B. Customer may not sell, sublicense, distribute, display, reproduce, store or transfer the GovDocs ELM Tools or ELM Data in any way that would allow non-authorized Customer Locations, affiliates, vendors or other third parties use of or access to the same. Customer may not use any means to discern the source code of GovDocs ELM Tools.

C. Prior to accessing the Customer’s Subscription (or if required to access any Services or Products), Customer will designate its Authorized Users and 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 responsible for ensuring that their use of the Services and Products 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 provide to GovDocs, upon request, the names and addresses of each Authorized User GovDocs and will immediately notify GovDocs of any loss, theft or unauthorized use of any of a user name, password and/or other personal or company identification numbers that may be assigned by Customer, or any unauthorized access to or use of GovDocs ELM Tools or the ELM Data.

D. Customer understands and acknowledges that under 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 ELM 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 ELM Data or GovDocs systems, or to exceed the scope of any unauthorized access hereunder.  All access by Customer to the ELM 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 ELM Data and to protect against any unauthorized access to any computer systems of GovDocs.

E. Customer is solely responsible for use of the Products and Services (including any Subscription) in compliance with all applicable laws and regulations.

F. Customer access to the ELM Data and any GovDocs systems must be limited to devices that are properly configured with security software (e., antivirus, anti-malware, 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 ELM 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 ELM Data or any GovDocs system.

G. By (i) executing or otherwise accepting an Order Document, (ii) submitting an Order Document to GovDocs or (iii) using or accessing GovDocs’ Products and/or Services, Customer accepts and agrees to be bound by all of the terms, conditions and other provisions of this Agreement.

H. Except as expressly provided in this License, Customer may not otherwise reproduce, retransmit, distribute, disseminate, sell, license, sublicense, lease, publish, broadcast or circulate any GovDocs Products and Services; 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.


A. Add-ons applicable to a Subscription, including customized services, are as described in the Order Document. A Statement of Work shall be applicable to a Subscription only if the Order Document expressly incorporates the same by reference.

B. In the operation of our business GovDocs has adopted standard practices and policies – which we call “Supplemental Terms and Conditions” – that apply to each Customer and all of our Products and Services. The Supplemental Terms and Conditions mean and include, collectively, the (a) GovDocs Guarantee for Poster Non-Compliance, (b) GovDocs Acceptable Use Policy, (c) GovDocs Privacy Policy and (d) GovDocs Service Level Agreement.  The Supplemental Terms and Conditions, together with each of the documents that collectively comprise the Supplemental Terms and Conditions, are expressly incorporated into, and hereby made an integral part of, this Agreement.  Each document comprising the Supplemental Terms and Conditions is specified at (and can be downloaded from) (or an alternate site identified by GovDocs).  Any deviations from, or changes to, even one of the Supplemental Terms and Conditions must be expressly referenced in a signed Order Document in order to be effective and to ensure that pricing reflects non-standard terms.

C. In the event that any of the Supplemental Terms and Conditions conflict with any term or condition set forth in this Agreement, the term or condition set forth in this Agreement shall govern and prevail.


A. Fees and Charges: The fees for selected GovDocs Products and Services are set forth in the applicable Order Document (and if no fee is stated in an Order Document, then Customer shall pay GovDocs’ then-current fee for the applicable Product or Service).  Invoices submitted to Customer are due and payable within thirty (30) days of the date on the invoice.  Customer is solely responsible for payment of fees and charges attributable to any Products or Services provided under this Agreement to any affiliate of Customer.

i. Balances outstanding after thirty (30) days will be subject to a one percent (1%) late fee, or the highest amount allowed by applicable law, whichever is less.

ii. Failure to make timely payment may result in suspension or termination of one or more of Customer’s GovDocs Products or Services.

iii. Initial access to any GovDocs Product, Service or Subscription will occur only upon receipt of payment, and continued access to any GovDocs Product or Service is contingent upon and subject to timely payment of all invoices.

B. Credit Card Transactions: GovDocs accepts payments via cash, check or Customer’s business credit card.  Customer must prepay or provide business credit card for processing of any small dollar purchases (for example, replacement posters totaling less than $150 per order).

C. Taxes: Unless Customer provides GovDocs with a valid signed tax exemption certificate applicable to the ship-to location of a particular Service or Product, Customer is responsible for all applicable sales or use taxes or any value-added or similar taxes payable for Customer’s Products or Services including individual poster purchases (excluding taxes based upon GovDocs’ income).  In the event that GovDocs pays any such taxes on behalf of Customer, GovDocs will invoice Customer for such taxes, which Customer agrees to pay.

D. Annual Increases: Because GovDocs is committed to maintaining competitive pricing for its Products and Services, pricing and fees will remain fixed during the initial Term.  Further, GovDocs’ policy is to limit annual price increases to less than 5% whenever feasible.


A. Ownership: Notwithstanding any license granted to the Customer, GovDocs retains all Intellectual Property rights in the Products and Services (including GovDocs’ ELM Tools and ELM 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 Products and/or Services (including the GovDocs ELM Tools) 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.

B. 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.

C. 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, and/or Customer’s technology, marketing strategy or plans and policies related to access to or use of GovDocs ELM Tools.  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.

D. Protection of GovDocs Information: Customer will not disclose any of the following to third parties:  GovDocs’ pricing, technologies, marketing strategies or detailed product information.

6. TERM AND TERMINATION.  The term of this Agreement begins on the date that Customer signs this Agreement and will remain in effect until all Services, Products and/or Subscriptions ordered pursuant to this Agreement have ended (the “Term”), unless earlier terminated as provided herein.

A. If Customer adds Customer Locations in an existing Term, the new Customer Locations will be added at Customer’s expense for the remaining period of such existing Term.

B. The minimum initial Term of any Subscription is one year and no refunds are given if Customer terminates this Agreement or any Subscription before expiration of the initial Term.

C. All GovDocs Subscriptions are automatically renewed each year for one additional year (the “Renewal Term”), at the then-current fees and policies, unless either party notifies the other of its intent not to renew at least thirty (30) calendar days before the expiration of the Term or the Renewal Term. Any such notice of non-renewal will terminate both this Agreement and any applicable Subscription effective as of the date on which the initial Term or applicable Renewal Term expires.

D. All renewals are governed by the terms of this Agreement then in effect. GovDocs shall provide sixty (60) days’ advance notice of any price adjustments applicable to the Renewal Term.

E. After completion of the minimum initial Term of one year, either party may terminate this Agreement for convenience upon 30 days written notice, and this Agreement shall then terminate 30 days after the date of such notice. If GovDocs so terminates this Agreement for convenience, Customer shall have no further payment obligations and shall be entitled to a pro rata refund of any amounts prepaid for Products or Services which were to have been provided after the effective date of any such termination.  If Customer so terminates this Agreement for convenience, Customer shall not be eligible for, and shall not receive, a refund of any amounts prepaid for Products or Services which were to have been provided after the effective date of any such termination.

Notwithstanding, GovDocs reserves the right, in its sole discretion, to suspend with notice, or to immediately terminate, this Agreement or any Product or Service, including any Subscription, upon the occurrence of any of the following:

A. Customer fails to make any required payment to GovDocs when due; or

B. GovDocs determines that Customer’s use of any Product or Service is (i) in breach of the GovDocs Acceptable Use Policy; (ii) has resulted in or is likely to result in a breach of security, confidentiality or privacy; or (iii) constitutes or is likely to constitute a violation of Applicable Law (as defined in Section 8 below); or

C. Customer violates the terms of the License granted herein.

If GovDocs suspends or terminates this Agreement or any Product or Service, including any Subscription, for any of the foregoing reasons, the License granted herein shall terminate immediately.  Except for a termination for convenience by GovDocs, termination shall not relieve Customer of any obligation to pay any amounts due for any Product or Service, including any Subscription.

7. NO PROFESSIONAL ADVICE. The information provided through the Products and Services (including the GovDocs ELM Tools and any Subscription) 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.  Such information has been obtained from sources GovDocs believes to be reliable; however no guarantee is made or implied with respect to its accuracy, timeliness or completeness, and all such information is subject to change without notice.  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 Products and Services (including any Subscription, the GovDocs ELM Tools and/or ELM Data).


A. GovDocs represents and warrants that it has the right to make the Products and Services available to Customer under this Agreement and that such Products and Services will perform as expressly provided in this Agreement, any applicable SLAs or any Supplemental Terms and Conditions.

B. Customer represents and warrants that the information Customer provides in connection with the Products and Services is current, accurate and complete.

C. 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 ELM tools 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.

D. 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.



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 applicable Order Documents and applicable Supplemental Terms and Conditions) or the subject matter hereof, regardless of the form of action:


B. 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 and/or expenses of any and all kinds based on, arising out of, related to or in any manner connected with this Agreement or any Services or Products (including liability alleged under or in connection with any applicable Order Documents or the Supplemental Terms and Conditions), exceed, in the aggregate, the total fees paid by Customer to GovDocs during the twelve (12) month period preceding the claim giving rise to such liability.

C. 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.


A. BY GOVDOCS: If an unaffiliated third party sues Customer claiming that GovDocs, the GovDocs ELM Tools or ELM Data infringe a United States patent, copyright, trade secret or other proprietary right and the Customer’s use of the GovDocs ELM Tools or ELM Data has been in compliance with this Agreement, GovDocs will defend Customer against the claim and pay any damages a court finally awards against Customer or that are included in a settlement of the claim, as approved by Customer.  Customer agrees to promptly notify GovDocs against any such claim, supply information GovDocs reasonably requests and allow GovDocs to control the defense and settlement.  GovDocs shall have no liability for claims that include, relate to or are based on Products or Services not provided directly by GovDocs.

B. BY CUSTOMER: Customer will defend, hold harmless and indemnify GovDocs from and against any third party claims (including claims by Customer’s Affiliates, employees, agents, officers, directors, vendors and customers), liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by GovDocs based on, arising out of or relating to any breach by Customer (or by any Affiliate of Customer) of this Agreement.


A. CUSTOMER LOCATIONS AND DATA. Customer represents that all Customer Information in the Order Document is correct as of the date of the Order Document.  Customer shall either promptly provide to GovDocs any revisions to such Customer Information occasioned by relocation, changes in personnel or other information provided in the Order Document, or make updates to Customer Locations and/or Customer Information via GovDocs’ on-line tools.  Customer is solely responsible for selecting and providing to GovDocs the Customer Locations it elects to be included in Customer’s 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 ELM Data provided to Customer through a Subscription is dependent upon accurate and up-to-date Customer Information.

B. PRODUCT SUGGESTIONS OR IMPROVEMENTS. Customer grants GovDocs a perpetual, irrevocable, transferable, non-exclusive right to use any comments, suggestions, ideas or recommendations Customer provides related to any of the GovDocs ELM Tools in any manner and for any purpose.

C. MODIFICATIONS. Because laws and governmental regulations change from time to time, and in light of other circumstances, GovDocs may deem it advisable to modify and amend the terms of this Agreement in a manner that applies to all of its customers.  Accordingly, GovDocs may modify and amend this Agreement from time to time and at any time by posting an amended version on the legal information section of its website ( or an alternate site identified by GovDocs) and sending Customer written or e-mail notice thereof.  Such amendment will be deemed accepted, and shall become effective 30 days after such notice, unless Customer first gives GovDocs written or e-mail notice of rejection of the amendment.  In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Renewal Term (unless Customer has terminated this Agreement as provided herein).  This Agreement may not be amended in any other way except in writing signed by an authorized representative of each party.   

D. NOTICES; CONTRACTING AUTHORITY. Except as otherwise provided herein, all notices required or permitted to be given by one party to the other shall be sufficient if sent mail or nationally recognized courier service (costs pre-paid) to the respective addresses set forth above or to such other address as the party to receive the notice has designated in writing.  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.

E. 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.

F. SEVERABILITY. If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.

G. NO WAIVER. The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.

H. 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.

I. NO THIRD PARTY BENEFICIARIES. There are no third-party beneficiaries to this Agreement.

J. 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, industrial or labor dispute, inability to obtain necessary supplies, and the like.

K. UPDATES TO PRIVACY POLICY AND ACCEPTABLE USE POLICY. The GovDocs’ Privacy Policy and the GovDocs’ Acceptable Use Policy (each of which is incorporated into this Agreement pursuant to the Supplemental Terms and Conditions) may be changed, revised or updated by GovDocs at any time by posting a new version of either on its website, and such new version will become effective on the date it is posted.

L. BINDING EFFECT. Any purchase, license, access, use or renewal of one or more GovDocs Products or Services by Customer constitutes acceptance of all of the terms and conditions contained herein.