|
YOU AGREE TO THE
FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT")
GOVERNING YOUR USE OF SUCCESS ASSOCIATES'S ONLINE SERVICE (THE
"SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON
BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU
HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND
CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR"
SHALL REFER TO SUCH ENTITY. IF YOU ARE ENTERING INTO THIS
AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU
CERITFY THAT YOUR PRINICPAL HEADQUARTERS IS LOCATED IN THE UNITED
STATES OF AMERICA OR CANADA OR THAT THE MAJORITY OF USERS OF THE
SYSTEM ARE LOCATED IN THE UNITED STATES OF AMERICA OR CANADA OR A
SEPARATE WAIVER OF THIS REQUIREMENT HAS BEEN ISSUED BY SUCCESS
ASSOCIATES. SUCH WAIVERS MAY OR MAY NOT BE GRANTED ON A CASE BY
CASE BASIS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT
AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE
SERVICE.
Welcome
As
part of the Service, Success Associates will provide you with use
of the Service, including a browser interface and data
encryption, transmission, access and storage. Your registration
for, or use of, the Service shall be deemed to be your agreement
to abide by this Agreement including any materials available on
the Success Associates website incorporated by reference herein,
including but not limited to Success Associates’ privacy and
security policies. For reference, a Definitions section is
included at the end of this Agreement.
The Service offered
is Success Associates point solution for Succession Planning
built on the Cezanne Connect platform and incorporates HRCharter
Enterprise edition and Crystal Reports (Business Objects).
1. Privacy &
Security; Disclosure
Success
Associates' privacy and security policies may be viewed at
http://www.Success Associates.com. Success Associates reserves
the right to modify its privacy and security policies in its
reasonable discretion from time to time. Individual users, when
they initially log in, will be asked whether or not they wish to
receive marketing and other non-critical Service-related
communications from Success Associates from time to time. They
may opt out of receiving such communications at that time or at
any subsequent time by changing their preference under Personal
Setup. Note that because the Service is a hosted, online
application, Success Associates occasionally may need to notify
all users of the Service (whether or not they have opted out as
described above) of important announcements regarding the
operation of the Service. If you become a paying customer of the
Service, you agree that Success Associates can disclose the fact
that you are a paying customer and the edition of the Service
that you are using.
2. License
Grant & Restrictions
Success
Associates hereby grants you a non-exclusive, non-transferable,
worldwide right to use the Service, solely for your own internal
business purposes, subject to the terms and conditions of this
Agreement. All rights not expressly granted to you are reserved
by Success Associates and its licensors.
You shall not (i)
license, sublicense, sell, resell, transfer, assign, distribute
or otherwise commercially exploit or make available to any third
party the Service or the Content in any way; (ii) modify or make
derivative works based upon the Service or the Content; (iii)
create Internet "links" to the Service or "frame"
or "mirror" any Content on any other server or wireless
or Internet-based device; or (iv) reverse engineer or access the
Service in order to (a) build a competitive product or service,
(b) build a product using similar ideas, features, functions or
graphics of the Service, or (c) copy any ideas, features,
functions or graphics of the Service. User licenses cannot be
shared or used by more than one individual User but may be
reassigned from time to time to new Users who are replacing
former Users who have terminated employment or otherwise changed
job status or function and no longer use the Service.
You
may use the Service only for your internal business purposes and
shall not: (i) send spam or otherwise duplicative or unsolicited
messages in violation of applicable laws; (ii) send or store
infringing, obscene, threatening, libelous, or otherwise unlawful
or tortuous material, including material harmful to children or
be in violation of third party privacy rights; (iii) send or
store material containing software viruses, worms, Trojan horses
or other harmful computer code, files, scripts, agents or
programs; (iv) interfere with or disrupt the integrity or
performance of the Service or the data contained therein; or (v)
attempt to gain unauthorized access to the Service or its related
systems or networks.
3. Your
Responsibilities
You are responsible
for all activity occurring under your User accounts and shall
abide by all applicable local, state, national and foreign laws,
treaties and regulations in connection with your use of the
Service, including those related to data privacy, international
communications and the transmission of technical or personal
data. You shall: (i) notify Success Associates immediately of any
unauthorized use of any password or account or any other known or
suspected breach of security; (ii) report to Success Associates
immediately and use reasonable efforts to stop immediately any
copying or distribution of Content that is known or suspected by
you or your Users; and (iii) not impersonate another Success
Associates user or provide false identity information to gain
access to or use the Service.
4.
Account Information and Data
Success
Associates does not own any data, information or material that
you submit to the Service in the course of using the Service
("Customer Data"). You, not Success Associates, shall
have sole responsibility for the accuracy, quality, integrity,
legality, reliability, appropriateness, and intellectual property
ownership or right to use of all Customer Data, and Success
Associates shall not be responsible or liable for the deletion,
correction, destruction, damage, loss or failure to store any
Customer Data. In the event this Agreement is terminated (other
than by reason of your breach), Success Associates will make
available to you a data file of the Customer Data within 30 days of
termination if you so request at the time of termination. The data
file can be either csv format, MS Access database or SQL 2005
database backup. Success Associates reserves the right to withhold,
remove and/or discard Customer Data without notice for any breach,
including, without limitation, your non-payment. Upon termination
for cause, your right to access or use Customer Data immediately
ceases, and Success Associates shall have no obligation to maintain
or forward any Customer Data.
5.
Intellectual Property Ownership
Success
Associates alone (and/or its licensors, where applicable) shall
own all right, title and interest, including all related
Intellectual Property Rights, in and to the Success Associates
Technology, the Content and the Service and any suggestions,
ideas, enhancement requests, feedback, recommendations or other
information provided by you or any other party relating to the
Service. This Agreement is not a sale and does not convey to you
any rights of ownership in or related to the Service, the Success
Associates Technology or the Intellectual Property Rights owned
by Success Associates. The Success Associates name, the Success
Associates logo, and the product names associated with the
Service are trademarks of Success Associates or third parties,
and no right or license is granted to use them.
6.
Third Party Interactions
During use of
the Service, you may enter into correspondence with, purchase
goods and/or services from, or participate in promotions of
advertisers or sponsors showing their goods and/or services
through the Service. Any such activity, and any terms,
conditions, warranties or representations associated with such
activity are solely between you and the applicable third-party.
Success Associates and its licensors shall have no liability,
obligation or responsibility for any such correspondence,
purchase or promotion between you and any such third-party.
Success Associates does not endorse any sites on the Internet
that are linked through the Service. Success Associates provides
these links to you only as a matter of convenience, and in no
event shall Success Associates or its licensors be responsible
for any content, products, or other materials on or available
from such sites. Success Associates provides the Service to you
pursuant to the terms and conditions of this Agreement. You
recognize, however, that certain third-party providers of
ancillary software, hardware or services may require your
agreement to additional or different license or other terms prior
to your use of or access to such software, hardware or services.
7. Charges and Payment of Fees
You
shall pay all fees or charges to your account in accordance with
the fees, charges, and billing terms in effect at the time a fee
or charge is due and payable. The initial charges will be equal
to the price schedule currently in effect. Payments may be made
annually, monthly, or quarterly, consistent with the Initial
Term, or as otherwise mutually agreed upon. You are responsible
for paying for all licenses ordered for the entire License Term,
whether or not such User licenses are actively used. You must
provide Success Associates with valid credit card or approved
purchase order information as a condition to signing up for the
Service. An authorized License Administrator may add licenses for
additional entity subsidiaries that wish to have a completely
separate database. Added licenses will be subject to the
following: (i) added licenses will be coterminous with the
pre-existing License Term (either Initial Term or renewal term);
(ii) the license fee for the added licenses will be the then
current, generally applicable license fee; and (iii) licenses
added in the middle of a billing month will be charged in full
for that billing month. Success Associates reserves the right to
modify its fees and charges and to introduce new charges at any
time, upon at least 30 days prior notice to you, which notice may
be provided by e-mail. All pricing terms are confidential, and
you agree not to disclose them to any third party.
8.
Billing and Renewal
Success Associates
charges and collects in advance for use of the Service. Success
Associates will automatically renew and bill your credit card or
issue an invoice to you (a) every month for monthly licenses, (b)
every quarter for quarterly licenses, (c) each year on the
subsequent anniversary for annual licenses, or (d) as otherwise
mutually agreed upon. The renewal charge will be equal to the
then-current pricing schedule in effect during the prior term,
unless Success Associates has given you at least 30 days prior
written notice of a fee increase, which shall be effective upon
renewal and thereafter. Fees for other services will be charged
on an as-quoted basis. Success Associates' fees are exclusive of
all taxes, levies, or duties imposed by taxing authorities, and
you shall be responsible for payment of all such taxes, levies,
or duties, excluding only United States (federal or state) taxes
based solely on Success Associates' income.
You agree to
provide Success Associates with complete and accurate billing and
contact information. This information includes your legal company
name, street address, e-mail address, and name and telephone
number of an authorized billing contact and License
Administrator. You agree to update this information within 30
days of any change to it. If the contact information you have
provided is false or fraudulent, Success Associates reserves the
right to terminate your access to the Service in addition to any
other legal remedies.
Unless Success Associates in its
discretion determines otherwise: (i) entities with headquarters
or a majority of users resident in the United States will be
billed in U.S. dollars and subject to U.S. payment terms and
pricing schemes ("U.S. Customers"); (ii) entities with
headquarters or a majority of users resident in Canada will be
billed in U.S. dollars and subject to U.S. payment terms and
pricing schemes ("Canadian Customers"); Companies or
entities not having their principal headquarters or majority of
users located in the United States or Canada are only eligible to
subscribe to Success Associates software services with an entity
specific waiver that may or may not be granted.
If you
believe your bill is incorrect, you must contact us in writing
within 60 days of the invoice date of the invoice containing the
amount in question to be eligible to receive an adjustment or
credit.
9. Non-Payment and
Suspension
In addition to any other
rights granted to Success Associates herein, Success Associates
reserves the right to suspend or terminate this Agreement and
your access to the Service if your account becomes delinquent
(falls into arrears). Delinquent invoices (accounts in arrears)
are subject to interest of 1.5% per month on any outstanding
balance, or the maximum permitted by law, whichever is less, plus
all expenses of collection. You will continue to be charged for
User licenses during any period of suspension. If you or Success
Associates initiates termination of this Agreement, you will be
obligated to pay the balance due on your account computed in
accordance with the Charges and Payment of Fees section above.
You agree that Success Associates may charge such unpaid fees to
your credit card or otherwise bill you for such unpaid
fees.
Success Associates reserves the right to impose a
reconnection fee in the event you are suspended and thereafter
request access to the Service. You agree and acknowledge that
Success Associates has no obligation to retain Customer Data and
that such Customer Data may be irretrievably deleted if your
account is 30 days or more delinquent.
10.
Termination upon Expiration/Reduction in Number of Licenses
This
Agreement commences on the Effective Date. The Initial Term is
one year or two years or three years (as you elect during
sign-up). The Initial Term will be as you elect, commencing on
the date you agree to pay for the Service by signing the
agreement. Upon the expiration of the Initial Term, this
Agreement will automatically renew for successive renewal terms
equal in duration to the Initial Term at Success Associate’s
then current fees. Either party may terminate this Agreement or
reduce the number of licenses, effective only upon the expiration
of the then current License Term, by notifying the other party in
writing at least five (5) business days prior to the date of the
invoice for the following term. In the case of free trials,
notifications provided through the Service indicating the
remaining number of days in the free trial shall constitute
notice of termination. In the event this Agreement is terminated
(other than by reason of your breach), Success Associates will
make available to you a file of the Customer Data within 30 days
of termination if you so request at the time of termination. You
agree and acknowledge that Success Associates has no obligation
to retain the Customer Data, and may delete such Customer Data,
more than 30 days after termination.
11.
Termination for Cause
Any breach of
your payment obligations or unauthorized use of the Success
Associates Technology or Service will be deemed a material breach
of this Agreement. Success Associates, in its sole discretion,
may terminate your password, account or use of the Service if you
breach or otherwise fail to comply with this Agreement. In
addition, Success Associates may terminate a free account at any
time in its sole discretion. You agree and acknowledge that
Success Associates has no obligation to retain the Customer Data,
and may delete such Customer Data, if you have materially
breached this Agreement, including but not limited to failure to
pay outstanding fees, and such breach has not been cured within
30 days of notice of such breach.
12.
Representations & Warranties
Each
party represents and warrants that it has the legal power and
authority to enter into this Agreement. Success Associates
represents and warrants that it will provide the Service in a
manner consistent with general industry standards reasonably
applicable to the provision thereof and that the Service will
perform substantially in accordance with the online Success
Associates help documentation under normal use and circumstances.
You represent and warrant that you have not falsely identified
yourself nor provided any false information to gain access to the
Service and that your billing information is correct.
13.
Mutual Indemnification
You shall
indemnify and hold Success Associates, its licensors and each
such party's parent organizations, subsidiaries, affiliates,
officers, directors, employees, attorneys and agents harmless
from and against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys' fees and costs)
arising out of or in connection with a claim alleging that use of
the Customer Data infringes the intellectual property rights of,
or has caused harm to, a third party provided in any such case
that Success Associates (a) gives written notice of the claim
promptly to you; (b) gives you sole control of the defense and
settlement of the claim (provided that you may not settle or
defend any claim unless you unconditionally release Success Associates
of all liability and such settlement does not affect Success Associates'
business or Service); (c) provides to you all available information and
assistance; and (d) has not compromised or settled such
claim.
Success Associates shall indemnify and hold you and
your parent organizations, subsidiaries, affiliates, officers,
directors, employees, attorneys and agents harmless from and
against any and all claims, costs, damages, losses, liabilities
and expenses (including attorneys' fees and costs) arising out of
or in connection with a claim alleging that the Service directly
infringes a copyright, a U.S. patent issued as of the Effective
Date, or a trademark of a third party provided that you (a)
promptly give written notice of the claim to Success Associates;
(b) give Success Associates sole control of the defense and
settlement of the claim (provided that Success Associates may not
settle or defend any claim unless it unconditionally releases you
of all liability); (c) provide to Success Associates all
available information and assistance; and (d) have not
compromised or settled such claim. Success Associates shall have
no indemnification obligation, and you shall indemnify Success
Associates pursuant to this Agreement, for claims arising from
any infringement arising from the combination of the Service with
any of your products, service, and hardware or business process.
14. Disclaimer of
Warranties
SUCCESS ASSOCIATES AND ITS
LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE
RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH,
AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY
CONTENT. SUCCESS ASSOCIATES AND ITS LICENSORS DO NOT REPRESENT OR
WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY,
UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY
OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL
MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL
BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY
YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR
EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE
SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE
OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL
CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS"
BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS,
ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW BY SUCCESS ASSOCIATES AND ITS LICENSORS.
15.
Internet Delays
SUCCESS ASSOCIATES'S
SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER
PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS. SUCCESS ASSOCIATES IS NOT RESPONSIBLE FOR ANY
DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH
PROBLEMS.
16. Limitation of
Liability
IN NO EVENT SHALL EITHER
PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY
AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL
EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY
INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL
OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA,
REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT
OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT
LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY
CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION,
INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE
CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR
SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES PROVIDED THAT THE FOREGOING LIMITATION
OF LIABILITY DOES NOT APPLY TO A BREACH OF ANY MUTUAL
NONDISCLOSURE AGREEMENT EXECUTIED BY BOTH SUCCESS ASSOCIATES LLC AND YOU.
17.
Additional Rights
Certain states
and/or jurisdictions do not allow the exclusion of implied
warranties or limitation of liability for incidental,
consequential or certain other types of damages, so the
exclusions set forth above may not apply to you.
18.
Local Laws and Export Control
This
site provides services and uses software and technology that may
be subject to United States export controls administered by the
U.S. Department of Commerce, the United States Department of
Treasury Office of Foreign Assets Control, and other U.S.
agencies and the export control regulations of the European
Union. The user of this site ("User") acknowledges and
agrees that the site shall not be used, and none of the
underlying information, software, or technology may be
transferred or otherwise exported or re-exported to countries as
to which the United States and/or the European Union maintains an
embargo (collectively, "Embargoed Countries"), or to or
by a national or resident thereof, or any person or entity on the
U.S. Department of Treasury's List of Specially Designated
Nationals or the U.S. Department of Commerce's Table of Denial
Orders (collectively, "Designated Nationals"). The
lists of Embargoed Countries and Designated Nationals are subject
to change without notice. By using the Service, you represent and
warrant that you are not located in, under the control of, or a
national or resident of an Embargoed Country or Designated
National. You agree to comply strictly with all U.S. and European
Union export laws and assume sole responsibility for obtaining
licenses to export or re-export as may be required.
This
site may use encryption technology that is subject to licensing
requirements under the U.S. Export Administration Regulations, 15
C.F.R. Parts 730-774 and Council Regulation (EC) No.
1334/2000
Success Associates and its licensors make no
representation that the Service is appropriate or available for
use in other locations. If you use the Service from outside the
United States of America and/or the European Union, you are
solely responsible for compliance with all applicable laws,
including without limitation export and import regulations of
other countries. Any diversion of the Content contrary to United
States or European Union (including European Union Member States)
law is prohibited. None of the Content, nor any information
acquired through the use of the Service, is or will be used for
nuclear activities, chemical or biological weapons or missile
projects, unless specifically authorized by the United States
government or appropriate European body for such purposes.
19. Notice
Success
Associates may give notice by means of a general notice on the
Service, electronic mail to your e-mail address on record in
Success Associates' account information, or by written
communication sent by first class mail or pre-paid post to your
address on record in Success Associates' account information.
Such notice shall be deemed to have been given upon the
expiration of 48 hours after mailing or posting (if sent by first
class mail or pre-paid post) or 12 hours after sending (if sent
by email). You may give notice to Success Associates (such notice
shall be deemed given when received by Success Associates) at any
time by any of the following: letter sent by confirmed facsimile
to Success Associates at the following fax numbers (whichever is
appropriate): (301) 391-6616 (for U.S. Customers and Canadian);
letter delivered by nationally recognized overnight delivery
service or first class postage prepaid mail to Success Associates
at the following addresses (whichever is appropriate): Success
Associates, LLC, 26 Kings Valley Court, Damascus, Maryland 20872
USA, in either case, addressed to the attention of: Managing
Partner.
20. Modification to
Terms
Success Associates reserves the
right to modify the terms and conditions of this Agreement or its
policies relating to the Service at any time, effective upon
posting of an updated version of this Agreement on the Service or
website or both. You are responsible for regularly reviewing this
Agreement. Continued use of the Service after any such changes
shall constitute your consent to such changes.
22.
Assignment; Change in Control
This
Agreement may not be assigned by you without the prior written
approval of Success Associates but may be assigned without your
consent by Success Associates to (i) a parent or subsidiary, (ii)
an acquirer of assets, or (iii) a successor by merger. Any
purported assignment in violation of this section shall be void.
Any actual or proposed change in control of you that results or
would result in a direct competitor of Success Associates
directly or indirectly owning or controlling 50% or more of you
shall entitle Success Associates to terminate this Agreement for
cause immediately upon written notice.
23.
General
With respect to U.S.
Customers, this Agreement shall be governed by Delaware law and
controlling United States federal law, without regard to the
choice or conflicts of law provisions of any jurisdiction, and
any disputes, actions, claims or causes of action arising out of
or in connection with this Agreement or the Service shall be
subject to the exclusive jurisdiction of the state and federal
courts located in Delaware. No text or information set forth on
any other purchase order, pre-printed form or document (other
than an Order Form, if applicable) shall add to or vary the terms
and conditions of this Agreement. If any provision of this
Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then such provision(s) shall be
construed, as nearly as possible, to reflect the intentions of
the invalid or unenforceable provision(s), with all other
provisions remaining in full force and effect. No joint venture,
partnership, employment, or agency relationship exists between
you and Success Associates as a result of this agreement or use
of the Service. The failure of Success Associates to enforce any
right or provision in this Agreement shall not constitute a
waiver of such right or provision unless acknowledged and agreed
to by Success Associates in writing. This Agreement, together
with any applicable Order Form, comprises the entire agreement
between you and Success Associates and supersedes all prior or
contemporaneous negotiations, discussions or agreements, whether
written or oral, between the parties regarding the subject matter
contained herein.
24.
Definitions
Success Associates Succession Planning Total Solution Agreement constitutes
an Order Form. As used in this Agreement and in any Order Forms now
or hereafter associated herewith: "Agreement" means these
terms of use, any Order Forms, whether written or submitted online
via the Online Order Center, and any materials available on the
Success Associates website specifically incorporated by reference
herein, as such materials, including the terms of this Agreement,
may be updated by Success Associates from time to time in its sole
discretion; "Content" means the audio and visual information,
documents, software, products and services contained or made available
to you in the course of using the Service; "Customer Data"
means any data, information or material provided or submitted by you
to the Service in the course of using the Service; “Covered
Employee” means each employee in respect of whom Customer Data
is held or used; "Effective Date" means the date this Agreement
is accepted or the date you begin using the Service; "Initial
Term" means the initial period during which you are
obligated to pay for the Service equal to the billing frequency
selected by you during the subscription process (e.g., if the
billing frequency is quarterly, the Initial Term is the first
quarter); "Intellectual Property Rights" means
unpatented inventions, patent applications, patents, design
rights, copyrights, trademarks, service marks, trade names,
domain name rights, mask work rights, know-how and other trade
secret rights, and all other intellectual property rights,
derivatives thereof, and forms of protection of a similar nature
anywhere in the world; "License Administrator(s)" means
those Users designated by you who are authorized to purchase
licenses by executing written Order Forms and to create User
accounts and otherwise administer your use of the Service;
"License Term(s)" means the period(s) during which a
specified number of Users are licensed to use the Service
pursuant to the Order Form(s); "Order Form(s)" means
the form evidencing the initial subscription for the Service and
any subsequent order forms submitted online or in written form,
specifying, among other things, the number of licenses, Covered
Employees and other services contracted for, the applicable fees,
the billing period, and other charges as agreed to between the
parties, each such Order Form to be incorporated into and to
become a part of this Agreement (in the event of any conflict
between the terms of this Agreement and the terms of any such
Order Form, the terms of this Agreement shall prevail); "Success
Associates" means collectively Success Associates, LLC., a
Delaware corporation, having its principal place of business at
26 Kings Valley Court, Damascus, Maryland 20872 USA; "Success
Associates Technology" means all of the proprietary
technology of Success Associates and/or its Licensors (including
software, hardware, products, processes, algorithms, user
interfaces, know-how, techniques, designs and other tangible or
intangible technical material or information) made available to
you by Success Associates in providing the Service; "Service(s)"
means the specific edition of Success Associates' or its
Licensor’s online HR software and reporting tools, or other
corporate ERP services identified during the ordering process,
developed, operated, and maintained by Success Associates or its
Licensors, accessible via http://www.SuccessAssociates.com or
another designated web site or IP address, or ancillary services
rendered to you by Success Associates, to which you are being
granted access under this Agreement, including the Success
Associates Technology and the Content; "User(s)" means
your employees, representatives, consultants, contractors or
agents who are authorized to use the Service and have been
supplied user identifications and passwords by you (or by Success
Associates at your request).
Questions
or Additional Information:
If you have
questions regarding this Agreement or wish to obtain additional
information, please send an e-mail to info@SuccessAssociates.com. |
