IMPORTANT- READ THESE TERMS CAREFULLY BEFORE USING OR DOWNLOADING ANY FILE, PROGRAM
OR OTHER MATERIAL FROM OUR WEBSITE (OUR “PRODUCT”). BY DOWNLOADING OR USING OUR
PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND
IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT, PROMPTLY EXIT THIS WEBSITE WITHOUT USING OR DOWNLOADING
1. Grant of License for Registered Users. HR Acuity, LLC (“Licensor”)
grants you a non-exclusive, non-transferable license to use our Product, including any
documentation files accompanying our Product on a single server (if our Product is
server based) or personal computer to support one user, and to make one backup copy
of our Product on such server or computer, provided that: (i) our Product is installed
on only one server or personal computer; (ii) our Product is NOT modified; (iii) all
copyright notices are maintained on our Product; and (iv) you agree to be bound by the
terms of this License Agreement. Our Product shall be used only by you, only for your
personal use in performing your job duties and on behalf of your employer and not in the
operation of a service bureau or for the benefit of any other person or entity.
2. Ownership. You have no ownership rights in our Product. You have
only a limited license to use our Product in accordance with the terms
hereof and only as long as this License Agreement remains in full force
and effect. Ownership of the Product and all intellectual property rights
therein shall remain at all times with Licensor. Any other use of our
Product by any person, legal entity, government, or other is strictly
forbidden and is a violation of this License Agreement.
3. Copyrights. The Product, including any software, images, graphics,
photographs, animation, video, audio, music, and text incorporated in the
Product or included in any material accompanying the Product, is owned by
Licensor or its suppliers and is protected by United States Copyright Law
and trade secret law, and by international treaty provisions. All rights not
granted to you herein are expressly reserved by Licensor. You may not remove
any proprietary notice of Licensor from any copy of the Product.
4. Restrictions. You may not publish, display, disclose, rent, lease,
modify, loan, distribute, or create derivative works based on our Product
or any part thereof. You may not reverse engineer, decompile, translate,
adapt, or disassemble our Product, nor shall you attempt to create the
source code from the object code for our Product. You may not transmit our
Product over any network or between any devices, although you may use our
Product to make such transmissions of other materials.
5. Confidentiality. You acknowledge that our Product contains proprietary
trade secrets of Licensor and you hereby agree to maintain the confidentiality
of our Product using at least as great a degree of care as you use to maintain
the confidentiality of your own most confidential information.
6. Warranty. LICENSOR WARRANTS THAT (I) OUR PRODUCT SHALL PERFORM TO THE BEST OF
ITS ABILITY AND IN AN EFFECTIVE, TIMELY, PROFESSIONAL AND WORKMANLIKE MANNER IN
ACCORDANCE WITH APPLICABLE INDUSTRY STANDARDS AND BEST PRACTICES, AND (II) THE
FUNCTIONALITY OF OUR PRODUCT WILL NOT BE MATERIALLY DECREASED DURING A
SUBSCRIPTION TERM. FOR ANY BREACH OF EITHER SUCH WARRANTY, YOUR EXCLUSIVE
REMEDY SHALL BE TERMINATION FO THIS AGREEMENT. NO WARRANTY IS PROVIDED IN
CONNECTION WITH ANY FREE TRIAL.
EXCEPT AS OTHERWISE PROVIDED HEREIN, OUR PRODUCT IS PROVIDED "AS IS."
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL OTHER WARRANTIES
OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR
DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OUR PRODUCT WILL MEET ANY
REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT OUR PRODUCT WILL OPERATE ERROR FREE,
OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN OUR PRODUCT
WILL BE CORRECTED, OR THAT OUR PRODUCT IS COMPATIBLE WITH ANY PARTICULAR
PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED
WARRANTIES SO THEY MAY NOT APPLY TO YOU.
7. Limitation of Liability. IN NO EVENT WILL LICENSOR BE LIABLE TO YOU
OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING,
WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR
LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS
INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE OUR PRODUCT, OR FOR
ANY CLAIM BY ANY OTHER PARTY, , WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER
THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO
THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY,
EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT,
THE LESSER OF $500,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING
THE INCIDENT. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS HEREUNDER.
8. Export Restrictions. THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO
ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED
STATES OF AMERICA OF OUR PRODUCT OR INFORMATION ABOUT SUCH PRODUCT WHICH MAY BE
IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU
SHALL NOT EXPORT OUR PRODUCT, OR INFORMATION ABOUT OUR PRODUCT WITHOUT CONSENT OF
LICENSOR AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.
THIS RESTRICTION INCLUDES ALL ACCESS TO AND USE OF OUR PRODUCT OUTSIDE OF THE UNITED
STATES OF AMERICA AND IN ANY JURISDICTION WHERE USE OF OUR PRODUCT IS PROHIBITED.
SUCH DETERMINATION IS THE SOLE RESPONSIBILITY OF THE USER.
9. Termination. This License Agreement is effective until it is terminated.
You may terminate this License Agreement at any time by destroying or returning to
Licensor all copies of our Product in your possession or under your control. Licensor
may terminate this License Agreement for any reason, including, but not limited to,
if Licensor finds that you have violated any of the terms of this License Agreement.
Upon notification of termination, you agree to destroy or return to Licensor all copies
of the Product and to certify in writing that all known copies, including backup copies,
have been destroyed. All provisions relating to confidentiality, proprietary rights, and
non-disclosure shall survive the termination of this License Agreement.
10. General. For Licensees of the Individual Edition or Free Trial,
this License Agreement together with that certain Master Subscription Agreement located
at www.hracuity.com, as amended from time to time, constitute the entire Agreement
between you and Licensor. To the extent that there is any conflict between this
Agreement and the Master Subscription Agreement, the Master Subscription Agreement
shall govern. For Licensees of the Basic, Professional or Enterprise Edition, this License
Agreement together with that certain Application Services Agreement constitutes the entire
Agreement between you and Licensor. To the extent that there is any conflict between
this Agreement and the Application Services Agreement, the Application Services Agreement
shall govern. This License Agreement shall be construed, interpreted and governed by the
laws of the State of New Jersey USA without regard to conflicts of law provisions thereof.
The exclusive forum for any disputes arising out of or relating to this License Agreement
shall be an appropriate federal or state court sitting in or having jurisdiction over
Morris County, New Jersey, USA. Any waiver or modification of this License Agreement shall
only be effective if it is in writing and signed by both parties hereto. No failure or
delay in enforcing any provision of this License Agreement shall constitute a waiver of
Licensor’s right to enforce such provision. If any part of this License Agreement is found
invalid or unenforceable by a court of competent jurisdiction, the remainder of this License
Agreement shall be interpreted so as to reasonably affect the intention of the parties.
Without intending to limit the remedies available to Licensor hereunder, you acknowledge
that a breach of this License Agreement may result in material and irreparable injury to
Licensor for which there is no adequate remedy at law, and that it may not be possible to
measure damages for such injuries with reasonable certainty. In the event of such a breach
or threat thereof, Licensor shall be entitled to obtain a temporary restraining order and/or
a preliminary injunction restraining you from engaging in activities prohibited by this License
Agreement or such other relief as may be required to specifically enforce any of the covenants
in this License Agreement. In the event a dispute arises regarding this License Agreement, and
if Licensor is the prevailing party in such dispute, Licensor shall be entitled to recover all
attorneys' fees and expenses incurred in such action.