EMPLOYEE HANDBOOK AND/OR EMPLOYER’S TOOLKIT© LICENSE AGREEMENT

 

 

 

IMPORTANT – READ THIS AGREEMENT CAREFULLY BEFORE ACCEPTING IT. 

 

1.  Grant of License for Registered Users

 

Workplace Dimensions, Inc. (“Workplace Dimensions”) grants you, the person or entity identified as the licensee in the associated order documentation, a non-exclusive, non-transferable license to use the specific software program identified in the order form (the “Materials”).  At your election as indicated in the order form, the Materials will be transmitted to you by electronic mail.  You may load and run one (1) copy of the Materials only for your own internal business use, but not in the operation of a service bureau or for the benefit of any other person or entity. You shall not permit any other person, business, corporation, government organization or any other entity to use the Materials.

 

Except as permitted in the license grant above, you may not copy, sell, transfer, publish, display, disclose, rent, lease, loan, distribute, or otherwise make available the Materials or any part thereof.  You may modify the Materials for use for your internal business purposes only, but modifications void the warranty herein, and you make all modifications at your sole risk.  Modified materials remain subject to the license limitations in this Agreement.

 

2. Ownership

 

Workplace Dimensions continues to own the Materials, including all copyrights, trademarks, trade secret rights and other intellectual property rights to them. 

 

3.  Payment

 

This license is contingent on your full payment of the license fee and associated expenses by credit card as specified in the order form. 

 

4.  Confidentiality

 

You acknowledge that the Materials contain trade secrets and other confidential information of Workplace Dimensions (the “Confidential Information”).  You agree to not permit the duplication, use or disclosure of the Materials except as permitted by the license above.  You will not permit dissemination of the Materials outside of your organization, if you are licensing the Materials on behalf of an organization.  Any violation of this confidentiality provision shall be a violation of the license granted above.

 

5.  No Update Obligation

 

Except as provided in the Warranty Disclaimer, Workplace Dimensions shall have no obligation to provide any updates, enhancements, modifications, additions, replacements, conversions or maintenance to the Materials.

 

6.  Warranty DISCLAIMER

 

THE MATERIALS ARE PROVIDED on an "AS available, as IS basis,” Without any warranty, express or implied.   Workplace Dimensions DISCLAIMS ALL warranties including  WARRANTIES OF results, accuracy of information, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. WORKPLACE DIMENSIONS HAS NO REASON TO BELIEVE THAT THE MATERIALS INFRINGE ANY THIRD PARTY RIGHTS, BUT THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE MATERIALS OR AGAINST INFRINGEMENT. THESE MATERIALS ARE NOT LEGAL INStRUMENTS, ADVICE OR SERVICES. yOU AGREE THAT YOUR LICENSING OR USE OF THESE MATERIALS DOES NOT CONSTITUTE APPLICATION OF LEGAL PRINCIPALS TO ANY FACTS OR PURPOSES OR DESIRES.  WORKPLACE DIMENSIONS DOES NOT WARRANTY THAT THE MATERIALS WILL protect you from liability.  EMPLOYMENT LAWS VARY FROM STATE TO STATE, SUCH THAT CERTAIN EMPLOYMENT POLICIES AND/OR RELATED DOCUMENTS MAY BE LAWFUL IN SOME STATES AND UNLAWFUL IN OTHER STATES.  EMPLOYERS SHOULD ALWAYS SEEK LEGAL ADVICE BEFORE PUBLISHING AND DISTRIBUTING ANY EMPLOYEE HANDBOOKS OR POLICY MANUALS AND/OR RELATED DOCUMENTS TO EMPLOYEES. Workplace dimensions has no control over the conditions under which You use the materials and does not and cannot warrant the results obtained by such use.

 

7.  Limitation of Liability

 

Workplace dimensions shall not be liable for any incidental, consequential, PUNITIVE, EXEMPLARY OR SPECIAL damages (INCLUDING lost profits  OR LOST BUSINESS) arising from THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE MATERIALS. Workplace Dimensions’ total liability for claims arising from or relating to this Agreement OR THE MATERIALS shall not exceed the amount of the license fee paid by you for the Materials.

 

8.       INDEMNITY

 

You agree to indemnify workplace dimensions and hold it harmless against any claim, cause of action, judgment, liability, damages, costs or expenses (including reasoNable attorney’s fees) arising from any third-party claim, including claims by your prospective or actual employees, arising in connection with your use of the materials. 

 

9.  Termination

 

You may terminate this Agreement at any time by ceasing all use of the Materials and destroying, in a manner that prevents unerasure, any copy in your possession.  You also agree to destroy immediately all electronic copies of the Materials in a manner that prevents unerasure, and to return or destroy immediately all hard copies of the Materials, including all of your modifications of the Materials and all backup copies of the Materials.  You also agree to promptly certify in writing to Workplace Dimensions that you have done so. Likewise, Workplace Dimensions may terminate this Agreement in the event of a material or continuing breach by you. Upon notification of termination, you may not make any further use of the Materials or any documents based in whole or in part on the Materials.

 

10.  General

 

This Agreement shall apply to and benefit each of the parties’ and their successors and assigns.  You may not assign or sublicense your rights to the Materials without the express prior written consent of Workplace Dimensions. This License Agreement shall be construed, interpreted and governed by the laws of Virginia, without regard to its choice of law rules. By entering into this Agreement, you agree that you are transacting business in Virginia and are subject to personal jurisdiction in Virginia courts.  Any litigation arising from or related to this Agreement shall be brought only in the federal or state courts located in the geographic jurisdiction of the U.S. District Court for the Eastern District of Virginia, Richmond Virginia, and you consent to personal jurisdiction and venue in any such Court. Each of the parties waives its right to a trial by jury in any such litigation. No action arising out of or relating to this Agreement may be brought by either party more than one year after the cause of action has initially arisen, with the exception of your confidentiality and non-disclosure obligations under this Agreement, and also with the exception of any infringement by you of Workplace Dimensions’ intellectual property rights. 

 

In the event that any of the terms of this Agreement is held to be void, invalid or unenforceable by any court, the parties agree that term shall be modified automatically to the extent necessary to cure such defect, or if necessary deleted, and the remaining terms of this Agreement shall remain in full force and effect.  The waiver or failure by either party to claim a breach of any provision of this Agreement shall not be a waiver of a breach of any other provision or subsequent breach of the same provision. If the person accepting this Agreement is acting on behalf of a corporation or other type of entity, he or she covenants that he or she is duly authorized by all necessary and appropriate corporate action to execute this Agreement. If any litigation shall ever occur between the parties based upon this Agreement or involving the Materials, the substantially prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party. This includes, without limitation, the recovery of any reasonable attorneys’ fees and costs incurred in addressing violations of this Agreement prior to litigation. The headings in this Agreement are finding aids only and shall have no affect on the meaning of the terms of this Agreement.  Any terms of this Agreement that by their nature extend beyond the Agreement termination remain in effect until fulfilled. 

 

This is the entire Agreement of the parties relating to its subject matter, and it supersedes all prior or contemporaneous Agreements on the same subject matter. This Agreement may not be modified except by a written or electronic record authenticated by authorized officials of each party.