You have agreed to purchase from ComplyRight, Inc. d/b/a HRdirect (“Seller”) an intranet license providing your Company with access to federal, state and local labor law poster images (the “Product”) via a link from your Company’s secured intranet website. Your purchase and use of the Product are subject to the terms and conditions as follows:
- Seller hereby grants you a limited, non-exclusive, revocable, non-transferable license to display a link to the Product from your Company’s secured intranet site for non-commercial, internal business purposes only. You must obtain ComplyRight’s written permission, which may be withheld in its sole discretion, prior to displaying the Product or any link to the Product on any other website.
- You acknowledge that you may not sell, license, or otherwise distribute the Product, except for the limited license to display the Product via a link from your intranet site, as contemplated herein.
- This limited license is for an initial term of one year (“Initial Term”), unless otherwise agreed in writing. Thereafter, to prevent a lapse in coverage, your service shall renew automatically for additional one-year terms (each a “Renewal Term”), until terminated pursuant to the terms herein. Either party may terminate or cancel a Renewal Term for any reason by providing at least 60 days’ written notice prior to the commencement of the Renewal Term. Upon termination of the license, you shall immediately remove the link to the Product from your website. Pricing has been established and agreed at the time of purchase. Details about the product offering can be found on our website. Seller reserves the right to modify, terminate, or otherwise amend our offerings at any time. Seller’s prices are subject to change. Prices shown on the website for first time purchases may be promotional prices and may not be the same prices for Renewal Terms. Purchases are non-refundable, and there are no refunds or credits for partially used periods.
- You agree that you may not, in whole or in part: (i) copy, reproduce, photocopy, reverse engineer, translate, modify, disassemble, create derivative works based on the Product, or remove any proprietary notices or labels on the Product; (ii) distribute, transfer, sell, resell, license, sublicense, or assign the Product: or (iii) commercially exploit the Product in any way. Failure to comply with these restrictions and limitations will result in immediate termination of the license granted herein and other potential legal action.
- The Product is protected by United States copyright laws and is owned solely by Seller. You may not alter or remove any copyright notice or proprietary legend contained in or on the Product.
- Seller makes no representation or warranty as to the accuracy, suitability, or sufficiency of the rights granted herein for the purposes contemplated now or hereafter by you, whether or not previously communicated to Seller, or as to the quality or quantity of any products manufactured or services provided by Seller based upon or utilizing any of the rights conveyed hereunder.
- You understand and agree that providing electronic access to posting images is not a substitute for displaying full-size postings in areas that are accessible to all employees at your physical locations, and that electronic posting does not satisfy federal, state or local posting obligations.
- Seller makes no representation or warranty that it owns patents, trademarks, or copyrights issued by any country in which the rights covered hereunder may be exercised and assumes no liability for: (i) the validity of any patents, trademarks, or copyrights under which rights are granted herein; and (ii) the inability of you to exercise any rights granted herein for any reason of patents, trademarks, or copyrights of third parties. The Product and related contents are being delivered "AS IS" and Seller makes no warranty as to their use or performance. The purchaser will assume all responsibility for the selection of the Product as appropriate to achieve the results you intend and for the use of and results obtained from the Product. SELLER DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PRODUCT. SELLER MAKES NO WARRANTY THAT THE PRODUCT OR RELATED CONTENTS WILL BE ERROR-FREE, VIRUS FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS. SELLER MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT, CIRCUMSTANCES, OR UNDER NO LEGAL THEORY SHALL SELLER BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES) ARISING OUT OF USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SELLER BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE PRICE PAID TO SELLER FOR THE PRODUCT.
- You acknowledge and agree that nothing herein shall be construed as transferring the copyright or any other right, title, or interest in the Product. Seller specifically retains all right, title, and interest in the Product. You shall not take any action inconsistent with Seller’s rights therein.
- In no event shall Seller be liable hereunder for incidental, special, indirect, consequential, or punitive damages even if advised in advance of the possibility for such damage and Seller’s total liability for damages shall be limited to the total fees due hereunder for the invoice upon which a claim is based.
- In the event of your breach of these terms, you shall fully defend, indemnify and hold Seller harmless from any claim, liability, loss, damage or expenses (including reasonable attorneys’ fees) arising therefrom.
- These terms shall be binding upon you, your representatives, successors, administrators and assigns and the rights and obligations herein may not be assigned or delegated in whole or part by you to any third party without the prior written consent of both of the parties. These terms may not be changed, modified, amended or supplemented, except on written consent of both parties.
Last Updated: 1.21.2020