Revision Date: 06/04/2014
You accept and agree to be bound by the terms and conditions of the HRSoftware.me Terms of Service Agreement (the “Agreement”) by using the software (the “Service”). You also agree that the terms and conditions are enforceable as if it were a written negotiated agreement signed by you (the “Customer”) and Remedysoft, Inc.
By accessing the “Service”, you are accepting the terms and conditions of this Agreement.
Please read the entire Agreement carefully before using the HRSoftware.me Service.
If you sign up for the Service on behalf of a company, you represent that you are authorized by the company to enter into this Agreement and have read and accept the entire agreement. You agree that a binding contract is then formed between Remedysoft, Inc. and the company in accordance with the terms and conditions of this Agreement. You also agree that the terms “You” and “Your” in this Agreement references your Company or the Company you represent and all of its employees.
If you are entering into this Agreement on your own behalf, you agree that you are personally bound by this Agreement and that the terms “You” and “Your” reference you.
If you or the Company you’re representing do not agree with any part, or all of this Agreement, do not log in or utilize the Service in any way.
1. Term of Agreement and Renewal
1.1. All terms of this Agreement start on the date You accept this Agreement and the Agreement continues until all subscriptions granted in accordance with this Agreement have expired or have been terminated. If You choose to use the Service on a Free Trial Period and do not purchase a subscription to the Service before the ending date of the Free Trial Period, this Agreement will terminate on that ending date.
1.2. User subscriptions purchased by You start on the date of payment and will continue for the subscription term specified. Except as otherwise specified, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term.
1.3. Terms and Conditions of this Agreement may be revised or modified by Remedysoft, Inc. at its sole discretion and will be effective upon notice. Notice may be given by any means including, but not limited to posting on the Remedysoft, Inc. or HRSoftware.me web site, by email or any other means whereby You obtain notice. The most recent version of the Agreement can be found at: http://www.HRSoftware.me/legal/termsofservice.html. By continuing to use the Service after any such changes you agree to the revisions or modifications of the Agreement. Any new or updated features to the Service shall also be subject to the terms of this Agreement.
2. Termination and Expiration
2.1. If terminated for cause by You, Remedysoft, Inc. shall refund You any prepaid fees covering the remainder of the term of the subscription(s) after the effective date of termination. The then current month of the termination will not be refunded.
2.2. If you request within 20 days of the effective date of termination, we will make available to You for download a file of Your Data in the format we choose. (Typically, comma separated value (.csv) format), along with attachments in their native format. After such 20-day period, we shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.
2.3. It is Your sole responsibility for the proper cancellation of your account. You may cancel your account at any time by notifying us of your cancellation utilizing the contact form on our web site at http://www.hrsoftware.me (include Service web address assigned) or calling 1-949-596-0444. There will be no refund if you cancel the Service before the end of your current, paid-up subscription term, and you will not be charged thereafter. There is no cancellation fee. Either party may terminate this Agreement at any time in the event of a material breach that is not cured within 30 days written notice.
2.4. You agree that Remedysoft, Inc. may downgrade, terminate or suspend your access to the Service without prior notice and without liability if such termination or suspension is based on (a) Remedysoft, Inc.’s good faith belief that you have violated any of the terms and conditions of this Agreement, (b) one–hundred eighty (180) days of inactivity with respect to the Service or (c) nonpayment of any fees owed to Remedysoft, Inc. If your account type is free, your account may be terminated upon sixty (30) days of inactivity.
3. Software Access & Usage Rights
3.1. For the term of the Agreement, Remedysoft, Inc. grants You a limited, non-transferable, non-exclusive right to access and use its proprietary, commercially available, hosted software products and related online documentation ("Software") via a web browser for Your internal business use. The Software is made available to You as a hosted web service ("Service"). Remedysoft, Inc. hosts and retains control over the Software and only makes it available for access, and use by You over the Internet through a Web-browser. Nothing in this Agreement obligates Remedysoft, Inc. to deliver or make available any copies of programs or code from the Software to You, whether in object code or source code form. You agree that the Remedysoft, Inc. Service may be made publically available in free or paid versions at different levels and costs, and that not all features and functionality of the Remedysoft, Inc. Service may be available in each version or level, which may be changed from time to time. You agree that you will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations. You will not, will not agree to, and will not authorize or encourage any third party to:
• use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, abusive , harassing, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Remedysoft, Inc.
• use the Service for any fraudulent or inappropriate purpose(s);
• attempt to decipher, decompile, hack, delete, augment, alter, disassemble or reverse engineer any of the Software comprising, or in any way used or downloaded from the Remedysoft, Inc. website(s) hosting the Service.
• duplicate, resell, make derivative works of, reproduce or exploit any part of the Service without the express written permission of Remedysoft, Inc.
• use any spider, robot or other automated device, or manual process to monitor or copy any content from the Service.
• lease, rent, distribute, or resell the Software, or use the Software for developing a competitive solution (or contract with a third party to do so), or alter or delete from view any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software.
• publish any material on any Remedysoft, Inc. or HRSoftware.me websites that contain sexually related text, photographs or other content, or content that is defamatory, obscene, indecent, threatening, abusive or hateful.
3.2. We shall: (i) provide Our basic support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.
3.3. We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) disclose Your Data except as compelled by law or as expressly permitted in writing by You, or (b) access Your Data except to provide the Services and prevent or address service or technical problems, or at Your request in connection with customer support matters.
3.4. If you integrate with the Software using an API, you must use efficient programming, (determined by Remedysoft, Inc.) which will not cause an abundance of requests being made in a short period of time. We reserve the right to throttle your API connections, or suspend or terminate your account and Services.
4. Terms of Payment
4.1. Monthly, Quarterly, Semi-Annual or Annual Terms: The Services, based on the Services plan and Services subscription term you chose upon signing up, will renew automatically no more than 7 days prior to the conclusion of the term selected or until cancelled. Your credit card will be charged automatically at that time for the same Services plan and subscription term as the prior subscription term and an email will be sent to the email address you have provided and is currently registered in your billing account with Remedysoft, Inc. when your card has been charged. If your card cannot be charged, your access to Services may be suspended and you will need to update your card information in order to resume use. You may cancel at any time by calling Remedysoft, Inc. , emailing billing (@) Remedysoft.com, or canceling online at http://www.Remedysoft.com/myaccount. There will be no refunds or credits for partial billing terms of service, upgrade/downgrade accounts, or for any portion of a billing term unused with an open account.
4.2. All fees are exclusive of all taxes or duties imposed by governing authorities. You alone are responsible for payment of all such taxes or duties.
4.3. Remedysoft, Inc. may at any time, upon notice required by applicable law, change the price of your subscription or any part thereof, or institute new charges or fees. Price changes and institution of new charges implemented during the subscription billing term elected will come into effect for any subsequent subscription billing periods and to all new subscribers after the effective date of the change. If you do not agree to any such price changes, then you must cancel your subscription and stop using the software prior to the commencement of the renewal subscription period for which the price change applies.
5. Intellectual Property Rights
5.1. You acknowledge that Remedysoft, Inc. owns all rights, title and interest in and to the Service, including without limitation all intellectual property rights, and such rights are protected by U.S. and international intellectual property laws. You agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any spider, robot, other automated device, or manual process to monitor or copy any content from the Service. Remedysoft, Inc. claims no intellectual property rights over the material you provide to the Service.
5.2. You retain all right, title and interest to any and all information provided, inputted or uploaded to the Remedysoft, Inc. Service by You, or by Remedysoft, Inc. on Your behalf. Remedysoft, Inc. has no right, title or interest in any personally identifiable information related to your data. Remedysoft, Inc. shall retain all right, title and interest in and to the Software, Services, the documentation for the Software, and all modifications and/or enhancements to the Software, regardless of the source of inspiration for any such enhancement or modification and regardless of whether You have provided input regarding such modifications and/or enhancements. You acknowledge that Remedysoft, Inc. will retain all right, title and interest to transactional and technical data related to use of the Software which Remedysoft, Inc. might collect, use and disclose for optimization, business and marketing purposes provided that such use does not reveal any of Your Confidential Information or any personally identifiable candidate information that belongs to You. Custom developed documents, designs, computer programs, computer documentation and other tangible materials authored or prepared for You by Remedysoft, inc. ("Deliverables") as required by a statement of work are hereby licensed, solely for Your internal use, for the term of this Agreement. Remedysoft, Inc. retains ownership and may reuse any Deliverables, provided that such use does not reveal Your identity or Your Confidential Information.
6. Publicity
6.1. If You become a subscriber of the Service, you agree that Remedysoft, Inc. can disclose the fact that you are a customer. You grant Remedysoft, Inc. the right to reference You, along with Your logo, in marketing materials and on Remedysoft, Inc.’s public web site.
7. Warranties and Liability
7.1. Remedysoft, Inc. represents, warrants, and covenants as follows: (I) Remedysoft, Inc. possesses all rights necessary to grant to You the rights set forth in this Agreement; (ii) Remedysoft, Inc. incorporates reasonable measures to screen for viruses, and or technically limiting code; (iii) the Software will perform substantially in accordance with the technical requirements documents that are generally provided by Remedysoft, Inc. in connection with the Software ("Documentation"); and (iv) Consulting Services will be performed in a professional manner.
7.2. REMEDYSOFT, INC. HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. REMEDYSOFT, INC. DOES NOT WARRANT THAT OPERATION OF THE SOFTWARE IS ERROR-FREE OR THAT ITS OPERATION WILL BE UNINTERRUPTED.
7.3. In no event will either party be liable for any indirect, consequential, special, punitive, or exemplary damages arising out of this Agreement. The aggregate liability of either party to the other with respect to this Agreement IS limited, to the extent possible under applicable law, to the fees collected by Remedysoft, Inc. from You pursuant to this Agreement in the six months preceding the imposition of liability.
8. Data Privacy Indemnity.
Both parties agree as follows in the event of a security breach:
8.1. External Breach: In the event of a security breach by anyone other than Your employee or Third-Party Contractor, Remedysoft, Inc. will immediately: (i) initiate remedial actions that are consistent with industry standards; (ii) notify You of the security breach, its nature and scope, the nature and scope of remedial actions Remedysoft, Inc. will undertake, and the timeline within which Remedysoft, Inc. expects to remedy the breach.
8.2. Internal Breach: In the event of a security breach by Your employee or Third-Party Contractor, You will maintain responsibility for initiating remedial actions and notify Remedysoft, Inc. immediately of the breach and steps you expect to remedy the breach.
9. Indemnification
9.1. You agree to hold harmless and indemnify Remedysoft, Inc., and its affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Software, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Remedysoft, Inc. will provide you with written notice of such claim, suit or action.
10. Governing Law
10.1. UNLESS PROHIBITED BY LAW, THIS AGREEMENT IS MADE IN ACCORDANCE WITH AND IS GOVERNED AND CONSTRUED UNDER the laws of THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO SUCH STATE'S CONFLICTS OF LAWS PRINCIPLES. IN NO EVENT MAY THIS AGREEMENT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
11. Compliance with Laws and Control Disclaimer
11.1. Each Party must comply with all laws, rules, or regulations applicable to such party's activities in relation to this Agreement.
11.2. Remedysoft, Inc. will not provide You with legal advice regarding compliance, data privacy or other relevant laws, rules or regulations in the jurisdictions in which You use the Software.
11.3. You understand that the Software can be configured and used in ways that do and do not comply with Laws and it is Your sole responsibility to monitor its compliance and Your employee's compliance with all relevant Laws.
11.4. You acknowledge that Remedysoft, Inc. exercises no control over Your specific human resource practices implemented using the Software or Your decisions as to employment, promotion, advancement, termination, notification, or compensation of any employee or authorized user of the Software. Remedysoft, Inc. hereby disclaims all liability arising from Your decisions and from harmful data or code uploaded to the Software by You, Your employees or contractors.
12. Merger and Amendments
12.1. This Agreement includes any schedules and exhibits attached hereto, and any executed Order Forms between You and Remedysoft, Inc. Such documents encompass the entire agreement between you and Remedysoft, Inc. with respect to the subject matter hereof and supersede all prior representations, agreements and understandings, written or oral. This Agreement may only be altered, amended or modified by duly executed written instrument.
13. Waiver
13.1. The failure of Remedysoft, Inc. to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. The Agreement constitutes the entire agreement between you and Remedysoft, Inc. and govern your use of the Service, superseding any prior agreements between you and Remedysoft, Inc. (including, but not limited to, any prior versions of the Agreement). If you have any questions regarding this Agreement or if you wish to discuss the Agreement contained herein please use the contact form on our web site at http://www.HRSoftware.me.