These Postings Update Subscription Terms and Conditions are applicable to Customer’s GovDocs Posting Update Subscription only. The Customer’s Subscription Order (“Subscription Order”) identifies the particular GovDocs ELM Tools, number of Customer Locations, Subscription Fees and costs and other details of Customer’s order. If the terms of the Subscription Order are different from the Terms and Conditions which follow, the Subscription Order will have priority. Other terms and conditions Customer incorporates into a purchase order or similar document shall not apply.
PLEASE NOTE: If Customer elects to purchase additional GovDocs Subscriptions, e.g., a GovDocs Data Subscription or GovDocs Notices Subscription, the specific GovDocs Terms and Conditions applicable to each product shall apply to such subscriptions. In such case, the Parties shall either amend or replace Customer’s Subscription Agreement accordingly.
TERMS AND CONDITIONS – POSTINGS UPDATE SUBSCRIPTION
1. GOVDOCS ELM TOOLS.
The GovDocs Employment Law Management Tools (“GovDocs ELM Tools”) applicable to Postings Update Subscriptions are as follows:
- GovDocs Postings Update Subscription: Initial and regularly updated Labor/labour posters and postings, in physical or electronic forms, with optional additional or customized products or services to assist Customers with compliance.
- Physical Posters or Posting: Individual labor law posters or postings purchased on stand-alone basis outside of a Postings Update Subscription, e.g. for replacement of poster.
- Add-ons: Any additional, ancillary or customized products, tools and services provided by GovDocs to a Customer and described in an applicable Subscription Order.
2. GENERAL DEFINITIONS.
The following additional definitions shall apply to these Terms and Conditions:
- “Agreement” or “Subscription Agreement” shall mean the Subscription Order, together with these Terms and Conditions which collectively comprise a Customer’s contract with GovDocs for use of GovDocs ELM Tools.
- “Appendix” or “Appendices” means the appendix or appendices attached to these General Terms and Conditions with additional terms and conditions specifically applicable to one of the GovDocs ELM Tools.
- “Authorized Users” shall mean the personnel designated by Customer to access Customer’s Subscription.
- “Customer” shall mean the subscriberto a GovDocs Postings Update Subscription.
- “Customer Data” shall mean the information and date provided by Customer to GovDocs, including all relevant Customer Location information required for fulfillment of GovDocs Posting Update Subscription..
- “Customer Location” shall mean an address of a physical location provided by Customer to GovDocs to be tracked in ELM for use in a Subscription.
- “ELM Data” means information and data provided by GovDocs to Customer through a Subscription.
- “Intellectual Property” means any and all intellectual property associated with or incorporated into the GovDocs ELM Tools, including without limitation 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 a Subscription Order or Appendix.
- “Party” means either GovDocs or Customer and “Parties” means both.
- “Subscription” means the combination of GovDocs ELM Tools, Customer Locations, subscription fees and costs and other details included Customer’s Subscription Order.
GovDocs grants customer a non-exclusive, non-transferable, limited license to use the GovDocs ELM tools identified in customer’s subscription order in the regular course of business at the customer locations identified in the subscription order. Additional terms of this license are:
- The ELM Data included in the Subscription may be accessed, 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. The Copyright Act (17 U.S.C.A. 107) fair use provision may allow additional uses.
- 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.
- Prior to accessing the Customer’s Subscription, Customer will designate its Authorized Users and, when required by the Subscription, assign usernames and passwords to each Authorized User. Passwords shall only be used by the Authorized User to whom issued; sharing of passwords is STRICTLY PROHIBITED. Customer shall instruct each Authorized User to comply with these Terms and Conditions. GovDocs will be immediately notified 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.
- Customer is solely responsible for use of the Subscription in compliance with all applicable laws and regulations.
- Customer may not run or install any computer software or hardware on GovDocs ELM Tools or the GovDocs network or introduce any spyware, malware, viruses, Trojan Horses, Backdoors or other software exploits.
- Customer recognizes that while the Subscription includes information on laws and regulations, GovDocs is not providing legal advice. Customer assumes sole responsibility for decisions or opinions made by Customer in the course of using GovDocs ELM tools and/or ELM Data.
Add-ons, including customized services, applicable to the Subscription are as described in the Subscription Order. A Statement of Work shall only be applicable to a Subscription Agreement if the Subscription Order incorporates the same by reference.
5. CUSTOMER SUPPORT.
GovDocs’ support team is available from 8:00 a.m.to 5:00 p.m. (U.S. Central Standard Time) from Monday through Friday.
6. FEES AND PAYMENT TERMS.
- Subscription Fees: The fees for selected GovDocs ELM Tools are set forth in Customer’s Subscription Agreement. Invoices submitted to Customer will be due within thirty (30) days of the date on the invoice. 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. Failure to make payment may result in termination of GovDocs Postings Update Subscription.
- Credit Card Transactions: GovDocs accepts Subscription 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, e.g., replacement posters totaling less than $150 per order.
- Taxes: Customer shall be responsible for any applicable sales or use taxes or any value added or similar taxes payable for Customer’s Subscription including individual poster purchases, other than taxes levied or imposed based upon GovDocs’ income. In the event that GovDocs pays any such taxes on behalf of Customer, GovDocs shall invoice Customer for such taxes, which Customer agrees to pay.
- Restock/Reship Fee: Customer will be charged a restock/reship fee for each occurrence for shipments returned due to inaccurate location addresses provided by Customer.
- Additional Customer Locations: If Customer Locations are added, Customer will be charged at the same rates as the then-current term subscription for update service and posters to those Locations.
7. PROPRIETARY RIGHTS.
- Ownership: Notwithstanding any license granted to the Customer, GovDocs retains all of its ownership and license rights in the GovDocs ELM Tools and ELM Data and any software, modifications and enhancements incorporated therein (including, without limitation, all Intellectual Property). GovDocs owns and retains all applicable 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 (collectively, the “Rights”) now existing or later arising in connection with the GovDocs ELM Tools regardless of whether any enhancements, modifications or derivative works are suggested or developed by GovDocs, Customer, or any other person or organization.
- 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 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.
- 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,. With Customer’s prior 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.
- Protection of GovDocs Information: Customer will not disclose any of the following to third parties: GovDocs pricing, technology or marketing strategy or detailed product information.
- GovDocs Intellectual Property Ownership. Customer is notified that the following proprietary systems (including without limitation the software, code and source code, enhancements or modifications to software which comprise such systems) and any other products incorporated into or provided with a GovDocs Postings Update Subscription shall constitute “Intellectual Property” for purposes of the Subscription Agreement: GovDocs Dashboard, GovDocs Compliance Check, GovDocs Poster Check and the QR code on GovDocs Posters, GovDocs Display Check and the QR codes used with Display Check, Wall Check, Plan-o-grams, GovDocs Poster Files, GovDocs Update Grid, GovDocs Alert and Notifier Programs, GovDocs Internet Poster Program, all integrations between GovDocs systems to third party tools for the purpose of delivering poster files or invoices and the GovDocs Download Center.
8. TERM AND TERMINATION.
The Term is as stated in the Subscription Order. If Customer adds Customer Locations in an existing Term, the new Customer Locations will be added for the remaining period of the existing Term. All GovDocs Subscriptions are automatically renewed each year for one year Renewal Terms, unless either Party notifies the other of its intent not to renew. GovDocs shall provide ninety (90) days’ notice of any price adjustments applicable to the Renewal Term.
GovDocs shall have the right to suspend or immediately terminate a Subscription upon any of the following:
- Customer fails to make any required payment when due to GovDocs;
- GovDocs determines, in its sole discretion, that Customer’s use of the GovDocs ELM Tools is a risk to public safety, or has resulted a breach of security, or a violation of law;
- Customer defaults in the performance of any covenant, term or provision regarding confidentiality; or
- Customer violates the terms of the License granted hereunder.
Upon termination of the Subscription Agreement, regardless of the reasons for termination, the License granted hereunder shall immediately terminate. Termination shall not relieve Customer of any obligation to pay any amounts due for the Subscription.
- By GOVDOCS: GovDocs will defend, hold harmless and indemnify Customer from and against any third party claims, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to claims that GovDocs, the GovDocs ELM Tools or ELM Data infringe a United States patent, copyright, trade secret or other proprietary right if the Customer’s use of the GovDocs ELM Tools or ELM Data has been in compliance with the Subscription Agreement. 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 products or services not provided by GovDocs.
- By Customer: Customer is solely responsible for following all usage instructions, adhering to minimum recommended technical requirements, for any access to or use of the GovDocs ELM tools in any manner which violates the Subscription Agreement, for failure to provide accurate and complete Customer Data, for failure to implement and maintain proper and adequate cyber security, back-up and recovery measures, third party software, malfunction of Customer’s hardware. Customer will defend, hold harmless and indemnify GovDocs from and against any third party claims (including without limitation claims by Customer’s employees, agents, officers, directors, vendors and customers), liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by GovDocs arising out of or relating to use or display of the GovDocs ELM Tools or ELM Data in any manner not authorized by the Subscription Agreement.
- Limitation Of Claims: Except for any Claims arising under Section 7 (Proprietary Rights), above, the Parties agree: NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. THE GOVDOCS POSTINGS UPDATE GUARANTEE.
Except for the remedy provided in paragraphs 7 3 (Protection of Customer Information) and 9 1 (Indemnification Against Infringement Claims), above, the “GovDocs Postings Update Guarantee” described in the Postings Update Subscription Order is the SOLE REMEDY for Customer for any claims or liabilities arising from Customer’s Postings Update Subscription or the products and services included in such Subscription. Customer acknowledges that GovDocs would not be willing to enter into a Postings Update Subscription at the terms and prices offered to Customer absent Customer’s agreement to the GovDocs Postings Update Guarantee as Customer’s sole remedy for such claims or liabilities.
GovDocs maintains General Commercial Liability and Errors and Omissions Insurance. Certificates of insurance will be provided to customer upon request.
12. CUSTOMER LOCATIONS.
Customer represents that the Customer Location information in the Subscription Order is correct as of the date of the Subscription Order. Customer shall either promptly provide to GovDocs any revisions to such Customer Location information occasioned by relocation, changes in personnel or other information provided in the Subscription Order, or make updates via the 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 Subscription. Customer acknowledges that GovDocs has no responsibility for missing or incorrect information regarding Customer Locations, or for Customer Locations Customer does not include in Customer’s Subscription.
13. CUSTOMER DATA.
Customer acknowledges that the ELM Data provided to Customer through a Subscription is dependent upon accurate Customer Data. Customer represents that its Customer Data shall be accurate, complete and current. Customer releases and holds GovDocs harmless from and against any claims, errors, damages, liabilities and costs, arising in whole or in part from, or attributable to, inaccurate or outdated Customer Data.
14. 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.
GovDocs reserves the right to amend these Terms and Conditions (excluding amendments to price) from time to time for all similarly situated customers. Customer shall be notified in writing of such amendment no less than thirty (30) days’ prior to the effective date. If Customer objects to the amendment on the grounds that it materially changes this Agreement, the Parties shall in good faith negotiate such objection. In the event the Parties cannot resolve such objection, Customer may terminate the Subscription Agreement immediately on written notice.
All notices required or permitted to be given by one Party to the other shall be sufficient if sent to the respective addresses set forth in a Subscription Agreement above or to such other address (including e-mail address) as the Party to receive the notice has designated in writing.
17. 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.
If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.
19. NO WAIVER.
The failure by any Party to exercise any right provided for herein shall not be deemed a waiver of any right here-under.
20. 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.
21. NO THIRD PARTY BENEFICIARIES.
There are no third-party beneficiaries to this agreement.
22. 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.
EXECUTING THE AGREEMENT. The authorized signatures of GovDocs and Customer on the Postings Update Subscription Order creates a binding Subscription Agreement which includes these GovDocs Postings Update Subscription Terms and Conditions.