EmpMonitor will provide, and you may access & use the service., according to the agreement signed by you. By accepting the terms of this agreement through the account registration process on the website, you acknowledge that you have read, understood, and agreed, and you hereby agree, to be bound by all of the terms, conditions, and notices contained in this agreement just as if you had signed this agreement.
2. License For Use Of Service
The Service is licensed for use only under these Terms. EmpMonitor reserves all rights not expressly granted to you, luding title and exclusive ownership of the Service, any and all software or updates thereto and source code for the Service. Upon registering for the Service, EmpMonitor gives you the right to install the Service for use by the total number of Users you identify and authorize. The Service may not be used or accessed by (a) individuals who are not named individuals; or (b) any other software or hardware device that does not require a named individual to use or access it. A named individual means an individual identified by you by name who is authorized to use the Service, regardless of how such access occurs or if such individual uses any hardware or software that reduces the apparent number of users who are using the Service, such as by using a terminal service. The Service may not be used or accessed by any other software or hardware device that does not require an individual to use or access it. EmpMonitor reserves the right at any time to require you to provide a list of the named individual(s). You may not rent, lease, lend, sell, redistribute or sublease the Service. These Terms will govern any upgrades provided by EmpMonitor that replace and/or supplement the original Service. You agree to use your best efforts to protect the Service and upgrades from unauthorized use, reproduction, distribution, publication or alteration.
Installation of the Service and any required modification of the Service to accommodate your computer system must be performed by you. All updates, upgrades, enhancements and modifications to the Service MUST be performed by EmpMonitor. Such updates lude any changes or improvements to the Service, whether arising out of the Service’s particular configuration for your use or otherwise. At all times while these Terms are in effect, you shall provide EmpMonitor with access to your computer system so that EmpMonitor may install all updates. Failure to allow EmpMonitor to install updates automatically terminates all warranties for any purpose related to the Service as well as your license to use the Service.
4. Installation, Customization, & Updates
Installation of the Service and any required modification of the Service to accommodate your computer system must be performed by you. All updates, upgrades, enhancements and modifications to the Service MUST be performed by EmpMonitor. Such updates lude any changes or improvements to the Service, whether arising out of the Service’s particular configuration for your use or otherwise.
At all times while these Terms are in effect, you shall provide EmpMonitor with access to your computer system so that EmpMonitor may install all updates. Failure to allow EmpMonitor to install updates automatically terminates all warranties for any purpose related to the Service as well as your license to use the Service.
In consideration for the right to use the Service under the terms herein, you will pay license fees in the amount and payment terms under the applicable Order Form (the “License Fees”). You agree that in the event EmpMonitor is unable to collect the License Fees owed to EmpMonitor for the Service, EmpMonitor may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses urred by EmpMonitor in connection with such collection activity, luding collection fees, court costs and attorneys’ fees.
Your License Fees are exclusive of taxes, levies, duties or similar governmental assessments of any kind (excluding taxes based on EmpMonitor’s property and employees). You will be responsible for paying any and all such taxes.
EmpMonitor reserves the right to modify the License Fees for the Service under one or more Order Forms, effective upon commencement of the next renewal subscription term of the relevant Order Form(s), by notifying you of such change in writing at least 30 days before the end of the then-current Subscription Term.
6. Term & Termination
The initial subscription term of the Agreement will be as set forth and agreed by the parties in the Order Form.Either of you and EmpMonitor may terminate this Agreement if the other party (i) materially breached this Agreement and has not cured such breach within 30 days after receiving notice (if curable), without prejudice and in addition to any right or remedy that the non-defaulting party may have under this Agreement or the applicable law, or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
At the end of the initial subscription term, all your EmpMonitor subscriptions (luding any additional subscriptions added to your account) will renew automatically for an additional term length equal to your initial subscription term unless you or EmpMonitor notifies the other in writing, at least 30 days prior to the end of the current subscription term, that it chooses not to renew (initial subscription term, with any renewal subscription terms, the “Subscription Term”).
Upon termination or expiration of this Agreement; (a) you will cease use of the Service and all rights granted to you under this Agreement will terminate; (b) upon written request, we will make your data available for you to download, or export within 30 days following such termination.
Thereafter, EmpMonitor will be under no obligation to maintain your data, or make it available to you and EmpMonitor may delete any of your Content.
7. Proprietary Nature Of The Service
The Service and Platform are proprietary to, and valuable trade secrets of EmpMonitor. You acknowledge the Service contains proprietary content, information and material that is protected by applicable intellectual property and other laws, luding, but not limited to, copyright, trademark, and service marks, and that you will only use such proprietary content, information, or materials for permitted uses under these Terms. The Service is entrusted to you only for the purposes set forth in these Terms.
You will not reverse engineer, duplicate, translate, modify, copy, printout, disassemble, decompile or otherwise tamper with the Service or any software provided therewith. The parties acknowledge that any violation of this provision will cause irreparable harm to EmpMonitor. As a consequence, the parties agree that if you fail to abide by these Terms, EmpMonitor will be entitled to specific performance, luding immediate issuance of a temporary restraining order or preliminary injunction enforcing these Terms, and to judgement for damages caused by such breach, and to any other remedies provided by law.
8. Consent To Use Of Data
9. Content & Linking To Other Websites
The Service may enable access to parties’ websites, as well as the websites of third parties (collectively, the “Websites”). The Websites may display, lude, or make available content, data, information, applications or materials from third parties, luding your data, or provide links to additional third-party websites (“Data and Materials”). By using the Service, you acknowledge and agree that EmpMonitor is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright or trademark compliance, legality, decency, quality or any other aspect of the Websites. EmpMonitor does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any data and materials on the Websites. To the extent you choose to access such Websites, you do so at your own initiative and are responsible for compliance with any applicable laws, luding, but not limited to, applicable local laws. EmpMonitor reserves the right to change, suspend, remove, or disable access to the Website at any time without notice. In no event will EmpMonitor be liable for the removal of or disabling of access to any such Websites. EmpMonitor may also impose limits on the use of or access to certain Websites, in any case and without notice or liability. You agree to use the Websites at your sole risk and that EmpMonitor shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable.
10. User Materials
You agree that all information, data, text, sound, photographs, graphics, video, software, or other materials submitted, posted or displayed by you on or through the Service (“User Content”) is your sole responsibility. EmpMonitor claims no ownership or control over any User Content. By submitting, posting or displaying User Content on or through the Service, you grant EmpMonitor a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, and adapt, such User Content to provide the Service to you. By submitting, posting or displaying User Content which is intended to be shared or made available to the general public, you grant EmpMonitor a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content through the Service and for the purpose of promoting EmpMonitor and its services. As a condition of using the Service, you agree not to use the Service to infringe the intellectual property rights of others in any way. You represent that you have the right to grant, or that the holder of any rights, luding moral rights in such content has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant, the license stated above. If you post User Content in any public area of the Service, You also permit any User to access, display, view, store and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content placed in the Service retains any and all rights that may exist in such User Content. EmpMonitor may review and refuse to accept or remove any User Content in its sole discretion. EmpMonitor reserves the right to expel Users and prevent their further access to the Services for violating these terms or applicable laws, rules or regulations. EmpMonitor may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for EmpMonitor , damage EmpMonitor’s public image or business. It is EmpMonitor’s policy to terminate the accounts of any Users who are repeat infringers of the copyrights, or other intellectual property rights, of others. Any profile you submit must accurately describe you, as an individual person, or an agency or organization that you are authorized to create a profile for. Profiles derived from User Content may be made available through the Service. EmpMonitor does not make any representations regarding the accuracy or validity of such derived profiles, which may differ significantly from User Content.
11. Intellectual Property Ownership
Logo Or Trademark
The trademarks, trade names, trade dress, logos, and service marks (collectively, the “Trademarks”) displayed on Empmonitor are the registered and/or unregistered Trademarks of EmpMonitor, or such other third party that may own the displayed Trademarks. Nothing contained on this Web site or in these terms of service grants to you, by implication or otherwise, any license or right to use any Trademarks displayed on this Web site without the written permission of EmpMonitor, or such other third party that may own the displayed Trademarks.
Copyright On Site Contents
The text, Trademarks, logos, images, graphics, photos, video files, application functionality, or any other digital media, and their arrangement on this Website (“Website Content”) are all subject to patent, copyright, trademark and other intellectual property protection. Website Content may not be copied for commercial use or redistribution, nor may Website Content be modified, processed, or reposted to other websites. Access to and uses of this Website are solely for your purchase of our services or for personal use, information, education and communication with EmpMonitor, or Empmonitor. You may download, copy or print the Website Content of this Website for your personal non-commercial use only. No right, title or interest in any of the Website Content of this Website is transferred to you as a result of any downloading, copying, printing or use of this Website. All rights not expressly granted to you by these Terms are reserved by EmpMonitor.
You expressly acknowledge and agree that use of the service is at your sole risk. Empmonitor cannot and does not warrant the service will meet your requirements that the operation of the service will be uninterrupted or error-free, or that defects in the service will be corrected. As such, you shall not rely exclusively on the service for any reason. The service and anything related thereto are provided “as is” and “as available”, with all faults and without warranty of any kind, and EmpMonitor hereby disclaims all warranties and conditions with respect to the service and anything related thereto, either express, implied or statutory, luding, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. No oral or written information or advice given by EmpMonitor or its authorized representative shall create a WARRANTY.
13. Limitation Of Liability
To the fullest extent permitted by law, (i) under no circumstances will either party be liable for any indirect, incidental, special, exemplary or consequential damages; in each case, including but not limited to, damages for loss of profits, even if the parties have been advised of the possibility of such damages, whether based on contract, tort, negligence, strict liability or otherwise; and (ii) excluding liability for a breach of section 7 (confidentiality), your payment obligations and indemnification obligations under section 14 (indemnification), either party’s aggregate liability to the other party arising out of or related to this agreement or the service will not exceed the fees actually received by EmpMonitor from you under this agreement during the 12 months preceding the applicable claim. The above limitations will apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between the parties. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.
14. Violation Of Rules
15. Consent To Electronic Communications
By registering to use the Service or Platform, or by sending us or emails, faxes, push notifications, or text or voice messages, you are communicating with us electronically. And in doing so, you expressly consent to receive communications from us electronically via email, fax, push notification, or voice or text message, whether pre-recorded or auto-dialed (“Digital Means”). We will communicate with you by the aforementioned Digital Means, or by posting notices on the Services or Platform. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. For the Services and Platform that integrate with a mobile functionality, your carrier’s normal messaging; data and other rates and fees will still apply.
16. Use Cases Outside Of The United States
For those EmpMonitor users located outside the United States, you acknowledge and expressly consent to EmpMonitor’s use of your Personal Data and further acknowledge that EmpMonitor’s processing of Personal Data is required to perform the Services or use the Platform. Further at times Personal Data will be accessible by individuals who are located worldwide including in countries that the European Commission or other geopolitical authorities have not determined to provide the same level of data protection as in your country, province, territory or geopolitical region, and that such information may be accessed by the courts, law enforcement and national security authorities of such jurisdictions. By providing us with your Personal Data, you are consenting to our use of it in accordance with these Terms, including the transfer of your information across international boundaries to jurisdictions anywhere in the world as permitted by local law.
17. Third Party Websites
18. No Fiduciary Relationship
There is no fiduciary relationship between You and EmpMonitor. This Agreement does not create any relationship of principal-agent, partnership, joint venture, or employer-employee between You and EmpMonitor. You may not enter into any contract on EmpMonitor’s behalf or bind EmpMonitor in any way.
19. No Rights Granted; Non-Assignability
These Terms do not constitute a grant or an intention or commitment to grant any right, title, or interest in the Service or EmpMonitor’s trade secrets to you. You may not sell or transfer any portion of the Service to any third party. You shall not identify the Service as coming from any source other than EmpMonitor. These Terms are exclusive and personal to you. You shall not assign or otherwise transfer any rights or obligations under these Terms.
20. Choice Of Law
This Agreement will be governed by laws of the State of California, USA without regard to its choice of law or conflicts of law principles. You and EmpMonitor consent to the exclusive jurisdiction and venue in the courts in San Francisco, California, USA, except that temporary relief to enjoin infringement of intellectual property rights may be sought in any court where such infringement has occurred. Each party waives any objection (on the grounds of lack of jurisdiction, forum non conveniens or otherwise) to the exercise of such jurisdiction over it by any such courts.
- Choice of Law
Regardless of the place of execution, delivery, performance or any other aspect of these Terms, these Terms and all of the rights of the parties under these Terms shall be governed by, construed under, and enforced in accordance with the procedural and substantive law of the State of California, United States of America, to the exclusion of any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of these Terms to the substantive law of another jurisdiction.
- General Indemnity.
You agree to indemnify and hold EmpMonitor and (as applicable) its related entities, affiliates, and EmpMonitor’s and their respective officers, directors, agents, and employees, harmless from and against any and all claims, demands, proceedings, losses and damages (actual, special, and consequential) of every kind and nature, known and unknown, including reasonable attorney fees, made by any third party due to or arising out of your breach of these Terms or your violation of any law or the rights of any third party.
- Attorney Fees and Expenses.
In a dispute arising out of or related to these Terms, EmpMonitor shall have the right to collect reasonable attorney fees and costs and necessary expenditures from you.
If a court finds any provision of these Terms invalid or unenforceable, the remainder of these Terms shall be interpreted so as best to affect the intent of the parties.
- Effect of Waiver.
If a court finds any provision of these Terms invalid or unenforceable, the remainder of these Terms shall be interpreted so as best to affect the intent of the parties.
21. Force Majeure
Notwithstanding any other provision of this Agreement, neither You or EmpMonitor shall be deemed in default or breach of this Agreement or liable for any loss or damages or for any delay or failure in performance (except for the payment of money) due to any cause beyond the reasonable control of, and without fault or negligence by, You, us, or Your or our officers, directors, employees, agents or contractors. Without limiting the foregoing, the following shall constitute events of “Force Majeure”: acts of State or governmental action, riots, war, terrorism, strikes, lockouts, prolonged shortage of energy supplies, epidemics, pandemics, any global, national, or local public health emergency or disease outbreak (including, without limitation, COVID-19 (a/k/a the 2019 Novel Coronavirus) or any similar disease(s)), fire, flood, hurricane, typhoon, earthquake, lightning, explosion, any other acts of God or any third party, the failure of telecommunications equipment or other hardware, any third party software or any third party services.
22. Legal Notice
EmpMonitor may modify these Terms or any additional terms, and such modification shall be effective and binding on you upon notice by EmpMonitor via email to the email account provided by you upon registration for the Service. If you do not agree to any modification of these Terms, you should discontinue your use of the Service. Communications made through the EmpMonitor’s website or any email or contact links provided thereon shall in no way be deemed to constitute legal notice to EmpMonitor or any of its officers, employees, agents, or representatives, such as where notice to EmpMonitor is required by contract, or any federal, state, or local laws, rules, or regulations.
23. Suggestions And Feedback
EmpMonitor welcomes feedback, comments and suggestions for improvements to the Offering (“Feedback”). You can submit Feedback by emailing EmpMonitor at feedback@EmpMonitor.co. You grant to EmpMonitor a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that You own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose without payment of any consideration, attribution, or any other remuneration to You.
24. Dispute Resolution And Arbitration
The parties will use reasonable efforts to resolve any dispute arising of this Agreement through a meeting of designated business representatives from each party. If the parties fail to resolve the dispute within thirty (30) days, either party may seek any available legal relief, provided that EmpMonitor is not obligated to follow this informal dispute resolution process to the extent EmpMonitor reasonably believes that You have, in any manner, violated, attempted to violate, or threatened to violate EmpMonitor’s intellectual property rights. After exhausting the informal dispute resolution process set forth above, any dispute or claim arising out of or relating to this Agreement and/or the Offering, except as set forth in this Section 24 and any claims that You have, in any manner, violated, attempted to violate, or threatened to violate EmpMonitor’s intellectual property rights, which EmpMonitor may, in its sole discretion, choose to bring in court or arbitration, shall be submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under the then-existing Commercial Arbitration Rules (“Rules”). Reference to the AAA Rules does not constitute incorporation of the absolute right for the arbitrator(s) to decide any questions of arbitrability or jurisdiction. Either party may ask a court of competent jurisdiction to determine whether any particular dispute is arbitrable, without a presumption in favor of arbitration. The arbitration must be stayed during the pendency of any court action involving arbitrability or the arbitrator’s jurisdiction. The arbitrator(s) may not award punitive damages or any relief that is not measured by the prevailing party’s actual damages and must apply the Limitation of Liability provision herein as written. The arbitrator(s) may not modify the terms of this Agreement. In any event, even if any other portion of these provisions is held to be invalid or unenforceable, shall the arbitrator(s) have power to make an award or impose a remedy that could not be made or imposed by a court deciding the matter in the same jurisdiction. Either party may seek to confirm and enforce any final award entered in arbitration, in any court of competent jurisdiction. Notwithstanding the agreement to such procedures, either party may seek equitable relief to enforce its rights to arbitrate in any court of competent jurisdiction.
25. Minimum Age of Users
All Users of EmpMonitor’s Service must be at least 18 years of age and older than the age of legal majority in your jurisdiction (if it is over 18). By using the Service you promise that you are over 18 years of age and are a competent legal adult in your jurisdiction.
In case you do not find the listed terms & conditions apt for your business or if you do not accept all of the terms and conditions of this agreement, we may advise you to not proceed with any acknowledgment and subscription to our services.
However, if you are required to pursue us further, then please confirm that you have read and comprehend the terms and conditions of this agreement and that you agree to be bound by them by using the offering..