“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 in the course of using the Service.
“Intellectual Property Rights” means any 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.
“Administrator(s)” means those Users designated by you who are authorized to purchase licenses to access the Service 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)” shall include any subsequent order forms submitted electronically or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to in writing between you and us.
“1Workforce Technology” means all of our proprietary technology (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 us in providing the Service.
“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 us at your request).
“Website” means https://1workforce.com/.
2. Restrictions on Use.
2.2 You may not access the Website and/or Service if you are a direct competitor of eProdigy or 1Workforece, except with our prior written consent. In addition, you may not access the Website and/or Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
2.3 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.
2.4 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 violative 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 us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to us immediately and use reasonable efforts to immediately stop any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another User or provide false identity information to gain access to or use the Service.
7. Charges and Payment of Fees. You shall pay all fees or charges to your account in accordance with the fee schedule on your initial Order Form. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You must provide us with a W-9 form, void check and any other information necessary to withdraw all fees and/or charges by ACH debiting your designated bank account as a condition to signing up for the Service. We reserve the right to modify our fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to you, which notice may be provided by email, and which shall be effective upon renewal and thereafter. All pricing terms are confidential, and you agree not to disclose them to any third party.
7.1 You agree to provide us with complete and accurate billing and contact information. This information includes your legal name or your legal company name, street address, email address, and name and telephone number of an authorized billing contact and Administrator. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, we reserve the right to terminate your access to the Service in addition to any other legal remedies.
8. Nonpayment and Suspension.
8.2 We reserve 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 we have no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is thirty (30) days or more past due.
9. Reduction in Number of Licenses. You may reduce the number of User licenses, effective only upon the expiration of the then-current License Term, by notifying us in writing at least thirty (30) days prior to the expiration of the applicable 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. We may reduce the number of your User licenses at any time without prior notice.
10. Termination of Free Trial. We may terminate a free account at any time, for any reason or no reason, in our sole discretion.
14. LIMITATION OF WARRANTIES. THIS WEBSITE AND ALL INFORMATION, CONTENT, SERVICES, GOODS, ADVERTISEMENTS, DOCUMENTS AND RELATED GRAPHICS PROVIDED HEREIN ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. INFORMATION ON THIS WEBSITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION OR PRODUCTS INCLUDED ON THIS WEBSITE.
TO THE FULLEST EXTENT POSSIBLE BY APPLICABLE LAW, WE AND OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS AND EMPLOYEES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED ON THE WEBSITE AND THE SERVICE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE OR SERVICE ARE COMPATIBLE WITH YOUR EQUIPMENT OR THAT THE RELATED SERVICES THEREIN ARE FREE OF ERRORS, VIRUSES, WORMS, “TROJAN HORSES” OR ANY OTHER HARMFUL, INVASIVE OR CORRUPTED FILES AND IS NOT LIABLE FOR ANY DAMAGES YOU MAY SUFFER AS A RESULT OF SUCH DESTRUCTIVE FEATURES.
15. LIMITATION ON DAMAGES. IN NO EVENT SHALL WE AND/OR OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTUOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS WEBSITE OR THE SERVICE, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE THE SERVICE, OR INFORMATION AVAILABLE FROM US THROUGH THIS WEBSITE.
16. LIMITATION ON LIABILITY. OUR AGGREGATE LIABILITY AND THE AGGREGATE LIABILITY OF OUR AFFILIATES, SUBSIDIARIES AND SERVICE PROVIDERS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, TO YOU AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT OUT OF POCKET DAMAGES UP TO A MAXIMUM OF $100 (ONE HUNDRED DOLLARS).
18. DELAYS. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. EPRODIGY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
19. DMCA Compliance.
19.1 It our policy to respond to notices of alleged copyright infringement, in compliance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws. Our response to these notices may include removing or disabling access to Content claimed to be the subject of infringing activity and/or terminating user accounts. If we remove or disable access to any Content in response to such a notice, we will make a good-faith attempt to contact the User that uploaded the Content, so that they may make a counter notification. We will, in appropriate circumstances, terminate the accounts of repeat infringers.
19.2 If a copyright owner or an agent thereof believes that any Content or link on the Platform infringes upon such owner's copyrights, the copyright owner may submit a notice pursuant to the DMCA, a copy of which can be found here: http://www.copyright.gov/legislation/pl105-304.pdf. Our designated DMCA copyright agent to receive notices of infringing material is: Legal@capitalstackllc.com. Only DMCA notices should go to our DMCA copyright agent. DMCA notices may not be valid if they fail to comply with all of the requirements of the DMCA.
19.3 In some instances a User who has uploaded or posted Customer Data which has been removed pursuant to a DMCA notice may supply a counter-notification. The owner of such affected Customer Data may make a counter-notification pursuant to sections 512(g)(2) and (3) of the DCMA. When we receive a counter-notification, we may reinstate the posts or material in question. To file a counter-notification, the user must provide a written communication (by email to our copyright agent) that sets forth all of the items required by the DMCA.
20.1 Publicity. We may represent in press releases, on the Website, and on other promotional materials that you are a subscriber of the Service, and you consent to such disclosures.
20.2 Notices. All notices to either party shall be in writing and shall be mailed by registered, certified or overnight mail to the party to whom it is intended at its address set forth in the applicable Order Form, and a copy of such notice shall be emailed to Legal@capitalstackllc.com (provided that email notification alone is insufficient notice under this Section). All notices and other communications shall be deemed effective when received or two days after mailing, whichever occurs first.
20.3 Export Controls. You agree to comply with all applicable laws, domestic or foreign. You further understand that the Service may be subject to restrictions and controls imposed by the U.S. Export Administration Act, as amended, and agree, if informed by us, to comply with applicable export and import control laws and regulations issued from time to time by the U.S. Department of Commerce and other governmental agencies, foreign or domestic.