“Add-ons” means any additional, ancillary or customized products, tools or services that we provide to you as described in an applicable Order Document.
“Affiliate” means any entity that (a) has its physical address listed as a Customer Location, and (b) directly or indirectly controls, is controlled by, or is under common control with Customer, where “control” means (i) 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 (ii) 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 or submission of the applicable Order Document.
“Customer,” “you” or “your” means you and the entity entering into the Agreement and/or Order Document to purchase, license, view, access, use, renew or subscribe to any of our Products or Services. Customer also includes, when applicable, the legal entity that (a) otherwise accepts an Order Document, (b) submits an Order Document to GovDocs, or (c) purchase, licenses, views, uses, accesses, renews or subscribes to any of our Products or Services. “Customer,” “you” or “your” includes any of your Affiliates.
“Customer Information” means any information that you provide in connection with your access to or use of our Services and/or Products, including any information that you upload to GovDocs’ systems. Confidential Information is further defined in Section 7.2 below.
“Customer Location” means the address of a physical location that you provide to GovDocs on an Order Form.
“GovDocs,” “we,” “our” or “us” means GovDocs, Inc., a Minnesota corporation.
“GovDocs Guarantee” is defined in Section 4.
“GovDocs Posting Dashboard” means our full-service online resource that helps enable you to manage and monitor your labor law compliance program.
“GovDocs Update Program” means our annual subscription that provides new or updated Posters to Customer Locations whenever a labor law posting change occurs, including:
- Required posters sent to locations;
- Flat fees per location;
- Monthly update summaries; and
- GovDocs Posting Dashboard access.
The GovDocs Update Program includes 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. Specific coverages must be set forth in an Order Document.
“Grid” is defined in Section 5 below.
“Intellectual Property” means any and all intellectual property associated with or incorporated into any of our Products or Services, 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. 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) associated with GovDocs Products and Services, and all other equivalent rights that may exist anywhere in the world.
“License” is defined in Section 3 below.
“Posters” means a printed placard containing generally required employment-related notices as required in specific jurisdictions. In some instances and where allowed, Posters also means electronic posters in PDF format or posted online for employee access and notice. The defined term Posters includes labor law posters, employee notices required by specific jurisdictions and posting information purchased on a stand-alone basis to replace a lost or damaged Poster.
“Posting Information” means information about how and where Posters must be displayed in order to comply with applicable federal, state and local regulations. Posting Information may be supplied in tangible or electronic form.
“Products” means any Posters or other 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. The defined term Services also includes Subscriptions and the GovDocs Posting Dashboard.
“SLAs” means the service levels regarding delivery or performance of the Products or Services
“Subscription” means an enrollment for Products or Services for a defined term as specified in an Order Document. You may purchase multiple Subscriptions, which may be administered separately but all of which will be become part of, and governed by, the Agreement.
“Term” is defined in Section 8 below. “Initial Term” is defined in Section 8.3 below.
3. LICENSE. During the Term, we grant you a non-exclusive, non-transferable, limited right to view, access, use and display the Products and Services identified in one or more Order Documents, in the regular course of business and at the Customer Locations identified in the Order Document (the “License”). This is a license, not a sale. We do not grant you any rights in or to our Products or Services other than those expressly granted in this Section 3.
Additional terms of this License are:
3.1. You are solely responsible for use of the Products and Services (including any Subscription) in compliance with all applicable laws and regulations.
3.3. Except as expressly provided in this License, you may not otherwise reproduce, retransmit, distribute, disseminate, sell, license, sublicense, lease, publish, broadcast or circulate any of our Products or Services; however, nothing in this License is intended to reduce, limit or restrict any rights you may have 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.
4. THE GOVDOCS GUARANTEE FOR POSTER NON-COMPLIANCE.
4.1. We will, upon request, reimburse you for any specific fine imposed by a governmental authority due to your failure to display accurate labor law posters in a particular Customer Location. This is called the “GovDocs Guarantee.” The GovDocs Guarantee applies where:
4.1.1. You have purchased a subscription to a GovDocs Update Program which includes the Customer Location in question; and
4.1.2. You have paid all fee(s) due GovDocs prior to your receipt of notice of the fine; and
4.1.3. From the beginning of the Term through the time the fine was imposed, you have properly displayed upon receipt all current Products that GovDocs provided for display, without regard to your existing or previous poster displays; and
4.1.4. The applicable governmental authority has released and made available the required new or revised Poster or the information contained therein; and
4.1.5. The fine is imposed for incorrect or outdated information contained on a Product for which we have not provided an update or replacement during the Term; and
4.1.6. You have submitted, within thirty (30) days of your receipt of notice of the fine, (a) a fully completed GovDocs incident form, available upon request or at www.govdocs.com/wp-content/uploads/2019/07/GovDocs-Guarantee-for-Poster-Non-Compliance-Incident-Form.pdf, (b) valid proof of the imposition of a fine by a governmental entity having authority to impose the fine, and (c) proof of your payment of the fine. Reimbursement is strictly limited to the face amount of the fine only.
4.1.7. Please note that the GovDocs Guarantee does not apply to fines imposed as a result of improper display or gaps in coverage (if your failure to display Posters with correct information resulted from your prior vendor not having supplied you with posters that included all the information which, at the point in time immediately before you subscribed to our GovDocs Update Program, we recommended be displayed).
4.2 The GovDocs Guarantee as set forth in this Section 4 is your sole remedy for any claims or liabilities arising from, based on or related to any Products or Services we provide to you through a Subscription or any Order Document.
5. GOVDOCS UPDATE PROGRAM – SLA
5.1. If you have ordered our Posting Update Program, each month we will send you an e-mail listing all changes to the labor law postings we track (the “Grid”). We typically issue an updated Grid on the last day of each month. We will send you updated Posters for various Customer Locations when an update is required by the governing jurisdiction. We generally mail these updated Posters by the 10th business day of the month following notification via the Grid. Only those Posters and Posting Information covered by a GovDocs Posting Update Program will be sent. Posters and Posting Information outside of your particular GovDocs Posting Update Program are available for separate purchase.
5.2. New Posters will not be reissued if a particular state allows a single page supplemental laminate, instead of an entirely new Poster, to be issued as an update.
6. FEES AND PAYMENT TERMS; POLICY ON PRICE INCREASES
6.1. 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 our then-current fees for the applicable Product or Service apply). You are responsible for paying our invoices, which are due and payable within thirty (30) days of the date on the invoice.
6.1.1. Balances outstanding after thirty (30) days will be subject to a late fee of one percent (1%) or the highest amount allowed by applicable law, whichever is less.
6.1.2. Failure to make timely payment may result in our suspending or terminating one or more of your Products or Services without the requirement that we provide any notice.
6.1.3. Initial access to any Product or Service will occur only upon receipt of payment, and continued access to any of our Products or Services is contingent upon and subject to timely and complete payment of all invoices.
6.2. Unless you provide us with a valid signed tax exemption certificate applicable to the ship-to location of a particular Service or Product, you are responsible for all applicable sales or use taxes or any value-added or similar taxes payable for Products or Services (excluding taxes based upon our income). In the event that we pay any such taxes on your behalf, we will invoice you for such taxes, which you agree to pay.
6.3. Because we value your business and are committed to maintaining competitive pricing for our Products and Services, our pricing and fees will remain fixed during the initial Term. Further, our policy is to limit annual price increases to less than 5% whenever feasible.
7. PROPRIETARY RIGHTS; CONFIDENTIALITY
7.1. Notwithstanding any license granted to you, we retain all Intellectual Property rights to patents, copyrights, trademarks, trade secret rights, mask rights, trademark and service mark rights wherever in the world, and we also retain any and all other proprietary rights of any kind whatsoever now existing or later arising in connection with the Products and/or Services. All rights reserved.
7.2. If you submit or suggest ideas, concepts or techniques for new Products or Services such information will not be considered confidential and we will be deemed free to use, communicate and exploit such information in any manner we choose, however, you will retain the rights to any custom content that we create solely for you.
8. TERM AND TERMINATION
8.1. The Term of the Agreement begins on the date you sign an Order Document and will remain in effect until all Services and Products ordered pursuant to the Order Document have ended (the “Term”), unless earlier terminated as provided herein.
8.2. If you add Customer Locations during an existing Term, the new Customer Locations will be added at your expense for the remaining period of such existing Term.
8.3. The minimum initial Term of any Subscription is one (1) year (the “Initial Term”). No refunds will be provided if you terminate any Subscription before expiration of the initial Term.
8.4. All 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 the Order Document and any applicable Subscription effective as of the date on which the initial Term or applicable Renewal Term expires.
8.6. After completion of the minimum initial Term of one year, either party may terminate a Subscription for convenience upon 30 days written notice, and the Order Document shall then terminate 30 days after the date of such notice. If we terminate an Order Document for convenience, you 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 you terminate an Order Document for convenience, you 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.
9. NO PROFESSIONAL ADVICE. Our Products and Services are provided for informational purposes only and are not intended, 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 we believe 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. Because our Products and Services are not intended to substitute for the advice of your attorney or tax professional, you must conduct your own due diligence and seek the assistance and advice of a qualified legal, tax or accounting professional, and you assume sole responsibility for any decisions or opinions you make while accessing or using any of our Products or Services.
11. LIMITATIONS ON LIABILITY.
11.1. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY PERSON OR ENTITY CLAIMING THROUGH SUCH PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES UNDER ANY THEORY OF LAW INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS, DATA, OR DAMAGE TO ANY COMPUTER SYSTEMS, EVEN IF THE SUCH PARTY OR ANY OTHER PERSON COULD REASONABLY HAVE FORESEEN, OR HAS ADVISED OF, THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
12.1. CUSTOMER LOCATIONS. You are solely responsible for selecting and providing to us the Customer Locations you elect to be included in your Subscriptions, and it is your obligation to provide us with accurate and current information about your Customer Locations. You acknowledge that we have no responsibility for missing or incorrect information regarding Customer Locations, or for Customer Locations that you do not include in the Order Document for your Subscription. You agree to reimburse us for (i) additional shipping fees caused by inaccurate or outdate addresses that you provide for any of your Customer Locations and (ii) any other types of out-of-pocket expenses we incur because you have not supplied accurate and current information about your Customer Locations.
12.2. 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 by 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.
12.3. AUTHORIZED USERS. It is your responsibility to ensure that those individuals viewing, accessing or using any of our Products and Services are duly authorized by you or on your behalf to do so, and you agree to make every reasonable effort to prevent unauthorized third parties from viewing, accessing or using any of our Products and Services.
12.7. NO WAIVER. The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.
12.11. PARTIES NOMENCLATURE. GovDocs and Customer are sometimes individually referred to herein as a “party” or collectively referred to herein as the “parties.”