INTERVIEWER’S TOOLKIT© LICENSE AGREEMENT

 

IMPORTANT – READ THIS AGREEMENT CAREFULLY BEFORE ACCEPTING IT.  BY CLICKING “I ACCEPT” AT THE BOTTOM, YOU AGREE TO BE BOUND BY THESE TERMS.  IF YOU CLICK ON THE “I DO NOT ACCEPT” BUTTON, THIS TRANSACTION WILL BE TERMINATED.

 

1.  Grant of License for Registered Users

 

Workplace Dimensions, Inc. (“Workplace Dimensions”) grants to you, the person or entity identified as the licensee in the associated order documentation, a non-exclusive, non-transferable license for a period of one (1) year to use the INTERVIEWER’S TOOLKIT© software program and its content (the “Materials”) by accessing the Materials at the www.workplacedimensions.com/extranet, and by downloading and printing out for your own use Interview Guides and Evaluations Forms you create by using the INTERVIEWER’S TOOLKIT©.  In purchasing this license, you indicated a maximum number of authorized users who may use the INTERVIEWER’S TOOLKIT©.  All such individuals must be your employees; each must enter a username and password when accessing the INTERVIEWER’S TOOLKIT©, and you agree that none of your employees shall share his or her ID or password with any other.  Your authorized users may access the INTERVIEWER’S TOOLKIT© from any computer you own or control, but your affiliates and their employees require their own licenses.  The INTERVIEWER’S TOOLKIT© shall be used 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 agree not to use the INTERVIEWER’S TOOLKIT© except as licensed and not to permit anyone other than an authorized user to use the INTERVIEWER’S TOOLKIT©, in whole or in part.

 

Except as expressly licensed 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 shall not circumvent the license use restrictions or authorized user limits of this Agreement.  Workplace Dimensions reserves all rights not expressly licensed. 

 

2.  Ownership

 

Workplace Dimensions continues to own the Materials, including all copyrights, trademarks, trade secret rights and other intellectual property rights in them. You agree to not remove or obscure any Workplace Dimensions’ copyright or proprietary notice on the Materials.

 

3.  Payment and Renewal.

 

This License is contingent on your full payment of the license fee specified in the registration form.  This license if valid for one (1) year only.  Approximately thirty (30) days in advance of the first anniversary of your registration, Workplace Dimensions will give you notice that your license will be expiring, and provide you the option of purchasing a renewal license at then-applicable fees and terms.

 

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 Limited Warranty below, 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.  workplace dimensions believes that the interview questions in the materials comply with applicable U.s. law as of the date of license, but does not warrant same and is not rendering legal advice.  the materials are not a substitute for consultation with counsel.  EMPLOYMENT LAWS VARY FROM STATE TO STATE, SUCH THAT CERTAIN EMPLOYMENT POLICIES MAY BE LAWFUL IN SOME STATES AND UNLAWFUL IN OTHER STATES.

 

7.  Limitations of Liability

 

Workplace dimensions shall not be liable for any incidental, consequential, punitive, exemplary of 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 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-PARY CLAIM, INCLUDING CLAIMS BY YOUR PROSPECTIVE OR ACTUAL EMPOYEES, ARISING IN CONNECTION WITH YOUR USE OF THE MATERIALS.

 

9.   Termination

 

Either party may terminate this Agreement upon written notice (including electronic writings) to the other in the event of a material or continuing breach by the other. Upon termination or expiration of this Agreement, 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 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 in the geographic jurisdiction of the U.S. District Court for the Eastern District of Virginia, Richmond Division, 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.