GovDocs Update Program Terms and Conditions
EMPLOYMENT LAW MANAGEMENT TOOLS
GOVDOCS POSTINGS UPDATE TERMS AND CONDITIONS
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.
The GovDocs Employment Law Management Tools (“GovDocs ELM Tools”) applicable to Postings Update Subscriptions are as follows:
The following additional definitions shall apply to these Terms and Conditions:
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:
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.
GovDocs’ support team is available from 8:00 a.m.to 5:00 p.m. (U.S. Central Standard Time) from Monday through Friday.
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:
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.
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.
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.
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.
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.
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.
The failure by any Party to exercise any right provided for herein shall not be deemed a waiver of any right here-under.
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.
There are no third-party beneficiaries to this agreement.
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.