Terms and Conditions

EMPLOYEEMETRICS, LLC Website terms OF USE

Effective: December 1, 2018

PLEASE READ THESE WEBSITE TERMS OF USE (“TERMS”) CAREFULLY. THESE TERMS CONTAIN CONTRACTUAL RESTRICTIONS ON YOUR RIGHTS TO USE THIS SITE, RESTRICTIONS ON RIGHTS YOU CAN ENFORCE AGAINST EMPLOYEEMETRICS, AND LIMITATIONS OF EMPLOYEEMETRICS’S LIABILITY. BY ACCESSING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS. THESE TERMS ARE SUBJECT TO CHANGE. ANY CHANGES WILL BE INCORPORATED INTO THE WEBSITE TERMS OF USE POSTED TO THIS SITE FROM TIME TO TIME, AND ANY ACCESS OF THIS SITE BY YOU AFTER SUCH CHANGES ARE SO POSTED SHALL CONSTITUTE AND BE DEEMED YOUR AGREEMENT TO SUCH CHANGES. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT ACCESS THIS SITE.

FOR NEW JERSEY RESIDENTS, TO THE EXTENT ANY TERM HEREOF (OR OF ANY USER AGREEMENT (DEFINED BELOW)) IS SUBJECT TO THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT, WARRANTY AND NOTICE ACT (“TCCWNA”) AND SUCH TERM, IF ENFORCED AS PROVIDED HEREIN, IS CONTRARY TO OR VIOLATIVE OF ANY CLEARLY ESTABLISHED RIGHT YOU HAVE UNDER STATE OR FEDERAL LAW, SUCH OFFENDING TERM(S) SHALL BE DEEMED OMITTED FROM THESE TERMS (AND SUCH USER AGREEMENT), AND YOUR AGREEMENT TO THESE TERMS DOES NOT AND WILL NOT IN ANY WAY CONSTITUTE A WAIVER OF YOUR RIGHTS UNDER THE TCCWNA.

These Terms apply only to the use of certain websites which are owned and/or operated by or on behalf of EmployeeMetrics, LLC and/or its affiliates (each, a “Site,” and collectively, the “Sites”), or available through our authorized third parties, or by any of the other means described herein.

Your use of this Site may be further governed by any agreement entered into between you (or your employer) and EmployeeMetrics (“User Agreement”) governing your accounts with EmployeeMetrics and/or your activities on the Site(s). In the event of any inconsistency between the terms of any User Agreement and these Terms, the requirements of these Terms shall control to the extent they relate to your use of the Site. You also represent and warrant to EmployeeMetrics that you are authorized to bind your employer, if applicable, to these Terms.

These Terms do not apply to any site owned and/or operated by or on behalf of any third party even if we provide a link to such site on one of our Sites. Please refer to the terms of use of any such third-party sites for information regarding the terms and conditions of your use of such sites.

When we refer to “EmployeeMetrics,” “we,” “us,” or “our,” we mean EmployeeMetrics, LLC or, as applicable, the specific division, subsidiary, or affiliate that operates the Site, provides its content, or processes information received through it, each as appropriate and applicable.

When we refer to “you” or “your,” we mean the person accessing the Site. If the person accessing the Site acts on behalf of, or for the purposes of, another person, including a business or other organization, “you” or “your” also means that other person, including a business organization.

General

EmployeeMetrics values your interest in our Products and/or Services (defined below) and appreciates your visit to our Site. This Site provides general information about EmployeeMetrics and its Products and Services. Use of this Site is limited to use for legitimate purposes. EmployeeMetrics may, from time to time, introduce new features to this Site, or modify or delete existing features, in its sole discretion. EmployeeMetrics shall notify you of any of these changes to features to the extent EmployeeMetrics is required by law to do so. By using any new or modified features when they become available, you agree to be bound by these Terms concerning such features.

EmployeeMetrics reserves the right to modify these Terms at any time without notice, but the most current version of these Terms will always be available to you by clicking on the link at the bottom of the home page of this Site. Therefore, you should frequently revisit this Site to determine the present terms and conditions to which you are legally bound. If you find these Terms unacceptable at any time, you may discontinue your access and use of the Services. By continuing to access or use the Sites or Services after the date of any change to these Terms, you agree to be bound by the rules contained in the most recent version of these Terms. You agree and understand that effective use of this Site may require your browser to use software plug-ins and modules, including without limitation JavaScript, in order to correctly display content and utilize features on this Site. EmployeeMetrics reserves the right to modify or terminate the Services and this Site, or your access to the Services and/or this Site, in whole or in part, at any time in its sole and absolute discretion. These Terms constitute a contract between you and EmployeeMetrics governed by the laws of the State of Illinois.

You acknowledge and agree that any information, comments, documents, images, or general content you enter in or post on this Site may be viewed by any other users with access to this Site and therefore will not be considered confidential by you. By providing any such information, comments, documents, images, or general content to EmployeeMetrics, you grant to EmployeeMetrics an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit, and distribute such information, comments, documents, images, or general content on this Site. You further agree that EmployeeMetrics is free to use any ideas, concepts, or know-how that you, or individuals acting on your behalf, provide to EmployeeMetrics. You hereby agree that any comments, feedback, or recommendations made by you for the improvement or modification of this Site or the Products or Services advertised herein shall be the sole property of EmployeeMetrics.

EmployeeMetrics has the right in its sole discretion, and without prior notice and from time to time, to modify these Terms with respect to your access to or use of any Site. Such modifications and additions shall be effective immediately upon posting the modified Terms to any Site, which posting shall be deemed notice to you. If you disagree with the changes to these Terms, you should discontinue your use of the Sites. Any access to or use of any Site after posting of modifications or additions to these Terms shall constitute and be deemed to be your agreement to such modified Terms. Therefore, you should frequently revisit this Site to determine the present terms and conditions to which you are legally bound.

The obligations and liabilities you incurred prior to the termination date shall survive the termination of these Terms for all purposes. In the event of any such termination, the restrictions on your use of the material on this Site shall survive such termination, and you agree to be bound by those terms. YOU ACKNOWLEDGE AND AGREE THAT EMPLOYEEMETRICS SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION, OR DISCONTINUANCE OF ANY SITE OR ANY SERVICES OR INFORMATION PROVIDED ON THIS SITE OR ACCESSED BY YOU THROUGH THIS SITE.

General Terms of Use

This Site and any of the products or services provided by EmployeeMetrics in connection with this Site (the “Products” and “Services,” respectively), including any information and content relating thereto, are being provided to you expressly subject to these Terms, which govern your use of the Site.

Access

EmployeeMetrics makes this Site available subject to the terms and conditions set forth herein and all applicable laws. By accessing, browsing, or otherwise using (collectively, “use” or “using”) this Site, you acknowledge that you, the individual user of this Site, have read, have understood, and agree to be legally bound by these Terms, and to comply with all applicable laws and regulations, without limitation or qualification. By using this Site, you further acknowledge that you have the authority to and do hereby legally bind the business entity, if any, which you serve as an agent, independent contractor, or employee thereof, to these Terms, without limitation or qualification. These Terms shall take effect immediately on your first use of this Site. If you do not agree to these Terms, you are not authorized to access, browse, or otherwise use this Site.

Unauthorized Use

Any access or attempted access of other areas of EmployeeMetrics’s computer systems, third-party systems, and Products and Services that EmployeeMetrics utilizes or other information contained therein for any purpose is strictly prohibited. You agree not to interfere in any way with others’ use of or access to any Site. EmployeeMetrics reserves the right to report any activity that it reasonably suspects violates any law or regulation and to disclose any information to law enforcement officials or regulators or other appropriate third parties.

Certain portions of this Site are intended to be used only by individuals authorized by the individual or entity who has entered into a User Agreement with EmployeeMetrics (“Customer”) in compliance with Customer’s User Agreement with EmployeeMetrics. Such individuals must use the username and password assigned to them and not those of any other person. If you are not authorized by Customer for this purpose, or if you are using someone else’s login information, you are deemed an unauthorized user, and you should not use this Site. If nonetheless you continue, then by using this Site you undertake and agree that: (1) you will be personally liable for any and all expenses, costs, or damages incurred by us in investigating or addressing your unauthorized use of this Site (such obligations shall be in addition to whatever other rights and remedies may be available to us for your unauthorized use); and (2) you will be personally bound to the terms of the User Agreement for the entire debts and other commitments of Customer, waiving any actual notice or knowledge of the terms of the User Agreement, all without any duties or obligations to you on the part of EmployeeMetrics.

EmployeeMetrics has the right to modify, suspend, or discontinue, temporarily or permanently, this Site, any Products or Services provided by EmployeeMetrics through this Site, or your right to access or use any portion of this Site, in EmployeeMetrics’s sole discretion, at any time and without prior notice, for any reason, including without limitation: (1) attempts by you (or another party) to gain unauthorized access to any Site or assist others in attempting to do so, (2) your (or another party’s) disabling of any security features on any Site, (3) your violation of these Terms, (4) suspected or actual infringement of a third party’s intellectual property rights, or (5) pursuant to requests by law enforcement or other government agencies.

You covenant to EmployeeMetrics that you will not attempt to gain unauthorized access to any Services offered by EmployeeMetrics or computer systems or networks connected to any EmployeeMetrics server through hacking, password mining, or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available by EmployeeMetrics. When using the Site, you agree not to pretend to be someone else or to spoof their identity.

Use of the Site

As a user of the Site, you have a nonexclusive, non-transferable, limited, revocable license to use the Site solely for your personal use. You may not use the Site for any other purpose whatsoever. Without limiting the previous sentence, you may not reproduce, modify, distribute, transmit, display, perform, reproduce, transfer, sell, or publish any of the contents of the Site without the prior written consent of EmployeeMetrics, which consent may be withheld, conditioned, or delayed in its sole discretion, except that you may print out a copy of the content solely for your personal use. In doing so, you will not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, or service mark, or any other proprietary notice or legend, appearing on any of the content. You are prohibited from including links from other websites to this Site without the prior written consent of EmployeeMetrics, which consent may be withheld, conditioned, or delayed in its sole and absolute discretion.

Copyrights/Trademarks/Restrictions on Use

As between you and EmployeeMetrics, all of the pages and screens on the Sites are owned and controlled by EmployeeMetrics, except as otherwise expressly stated, and are protected by U.S. copyright laws and international treaties. The copyrighted materials on the Site include, but are not limited to, the text, design, software, images, graphics, source code, and content on the Site. You are authorized to view the information available on the Site for your personal informational purposes only. You may download copyrighted materials for your personal purposes only. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You may not copy, display, distribute, transfer, link to, reproduce, license, frame, alter, create derivative works of, or republish all or any portion of the Site for any commercial or public purpose without EmployeeMetrics’s prior written consent. You may not use, copy, display, distribute, modify, or reproduce any of the trademarks found on the Site except as specifically authorized in this paragraph. The Site may contain links to websites controlled or offered by third parties (non-affiliates of EmployeeMetrics). EmployeeMetrics hereby disclaims liability for any third party’s website content, products, privacy policies, or security. In the event you choose to use the services available at a linked site, you agree to read and adhere to the policies and terms of use applicable to that site. In addition, any advice, opinions, or recommendations provided by the linked site providers are those of the providers and not of EmployeeMetrics. Your participation in, and access to or use of, any linked site, including payment for and the delivery of goods or services, is based solely on the agreement, if any, between you and the linked site provider.

NOTICE OF IMMUNITY FROM LIABILITY FOR CONFIDENTIAL DISCLOSURE OF A TRADE SECRET TO THE GOVERNMENT OR IN A COURT FILING: Notwithstanding anything herein to the contrary, under the federal Defend Trade Secrets Act of 2016, an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order. Nothing herein is intended, or should be construed, to affect the immunities created by the Defend Trade Secrets Act of 2016.

Registration Information

In order to access certain portions of this Site, you may be required to register by completing a registration form or providing registration information (a “Registration Request”). EmployeeMetrics may accept or reject any Registration Request in its sole discretion. You represent and warrant that the information provided when registering is accurate, complete, and current as of the date submitted and that you will update such information from time to time as necessary. These Terms shall be incorporated into, and form an integral part of, each Registration Request. As part of the registration process, you will select a username based on your e-mail (“User Name”) and a password (“Password”) to access the User Name. Your User Name and Password are your credentials to access the restricted portions of this Site. You may not have a User Name that is vulgar, attempts to impersonate another person, or violates the rights of others. EmployeeMetrics may also reject any User Name that EmployeeMetrics determines in its discretion is unacceptable for use on this Site. Although you are not required to register, if you do not register, you may be required to accept these Terms each time you wish to access this Site, and you may be required to adhere to terms in a separate User Agreement.

You are solely responsible for all use of this Site under your User Name and Password and for maintaining the confidentiality of your User Names and Passwords, and you agree that you will (i) promptly notify EmployeeMetrics of any actual or suspected unauthorized use of this Site and (ii) ensure that you exit from your account at the end of each session. If you disclose or otherwise allow discovery of your User Name and/or Password to or by any person(s) or entity, you assume all risks and losses associated with such disclosure. Please note that EmployeeMetrics will store a Password retrieval question and answer, which allows you the ability to retrieve your Password. If you do not answer the retrieval question correctly within the stated number of attempts, your User Name will be permanently deactivated, and you will need to reregister on the Site with a new User Name and Password, and your stored preferences will need to be reentered.

By establishing a User Name with EmployeeMetrics, by signing up to receive our newsletter, and each time you access a Service through this Site, you authorize EmployeeMetrics to contact you at your e-mail address. You may stop receiving EmployeeMetrics’s marketing e-mails by sending an e-mail to EmployeeMetrics at optout@EmployeeMetrics.com or by following the opt-out procedures set forth in such e-mails or as set forth in our Privacy Policy.

Intellectual Property and Restrictions on Use of Information and Content

All information and content provided on this Site, whether explicitly marked or not, is the property of EmployeeMetrics, its subsidiaries, affiliated companies, or joint partners, or others, and are subject to U.S. and international copyright and unfair-competition laws. The information and content provided includes, but is not limited to, the text, graphics, image, video, audio, animation and software, their related files, and their arrangement on the Site.

All trademarks, service marks, logos, model and brand names, emblems, and protectable trade dress elements (collectively, “Marks”), whether explicitly marked or not, used on this Site are owned by EmployeeMetrics or its subsidiaries, affiliated companies, or joint partners, or used under license, and are subject to U.S. (federal and state) and international trademark and unfaircompetition laws.

You may not copy, reproduce, download, upload, post, broadcast, transmit, distribute, publish, republish, or otherwise use any information, content, or Marks provided on this Site in any form or by any means, or by any information storage or retrieval system for any commercial use, without the express written permission of EmployeeMetrics. You are not permitted to create a hyperlink to any page or portion of any Site or frame any page or portion of any Site without the prior written permission of EmployeeMetrics. Other use of any information, content, or Marks, except as specifically permitted in these Terms or in a written instrument signed by EmployeeMetrics, is strictly prohibited.

Nothing contained in any Site shall be construed as conferring, by implication, estoppel, or otherwise, any license or right to any copyright, patent, trademark, or other proprietary interest of EmployeeMetrics or any third party.

Any use of the information, content, or Marks provided on any Site that does not comport with these Terms shall be an unauthorized use and subject you to civil and criminal penalties as provided by U.S. and international intellectual property laws and other applicable laws.

International Use

EmployeeMetrics makes no representation that materials, Products, or Services on any Site are appropriate or available for use in locations outside the United States, and accessing them from territories in which their contents are illegal is prohibited. Those who choose to access any Site from other locations do so on their own initiative and are responsible for compliance with local laws.

User Contributions to the Site

There may be opportunities for you to contribute information, data, or materials to the Site (“Submissions”). These may include, among others, uploading information, participating in chats, using our bulletin boards, etc. Please be aware that by submitting User Content (defined below) to this Site by electronic mail, postings on this Site, use of the Mobile Apps (defined below), or otherwise, including any reviews, ratings, photos, videos, questions, comments, suggestions, ideas, or the like contained in any Submissions (collectively, “User Content”), you grant EmployeeMetrics and its affiliates, and the affiliated, co-branded, and/or linked website partners through or for whom we provide services (collectively, the “EmployeeMetrics Affiliates”), a nonexclusive, royalty-free, perpetual, transferable, irrevocable, and fully sublicensable right to: (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from, and publicly display and perform such User Content throughout the world in any media, now known or hereafter devised in connection with operating the Site and providing the Services; and (b) use the name that you submit in connection with such Submission. EmployeeMetrics is not liable or responsible for any User Content provided by its users or other third parties to the Site. The contributions of third parties do not necessarily represent the views or opinions of EmployeeMetrics. EmployeeMetrics cannot preview User Content before it appears. For User Content that includes attribution or review, you acknowledge that EmployeeMetrics may choose to provide attribution of your comments or reviews at our discretion, and that such Submissions may be shared with our supplier partners. You further grant EmployeeMetrics the right to pursue at law any person or entity that violates your or EmployeeMetrics’s rights in the User Content by a breach of these Terms. You acknowledge and agree that unless explicitly stated otherwise on the particular form or portion of the Mobile App through which you are making a Submission, items comprising User Content are nonconfidential and nonproprietary. You expressly waive any and all “moral rights” (including rights of attribution or integrity) that may subsist in your User Content and agree that you have no objection to the publication, use, modification, deletion, or exploitation of your User Content by us, the EmployeeMetrics Affiliates, or any of our partners or licensees. We take no responsibility and assume no liability for any User Content posted or submitted by you. We have no obligation to post your comments; we reserve the right in our absolute discretion to determine which comments are published on the Site. If you do not agree to these Terms, please do not provide us with any User Content.

You are fully responsible for your User Content (specifically including, but not limited to, reviews and comments posted to this Site). You are prohibited from posting or transmitting to or from this Site: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law; (ii) any commercial material or content (including, but not limited to, solicitation of funds, or any advertising or marketing of any Products or Services); and (iii) any material or content that infringes, misappropriates, or violates any copyright, trademark, patent right, or other proprietary right of any third party. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of User Content to this Site. You acknowledge that EmployeeMetrics may exercise its rights (e.g., use, publish, delete) with respect to any User Content you submit without providing notice to you. You agree that you will indemnify EmployeeMetrics against any damages, losses, liabilities, judgments, costs, or expenses (including reasonable attorneys’ fees and costs) arising out of a claim by a third party relating to any material (including all User Content) you have posted.

EmployeeMetrics’ policies with respect to claims by third parties that the content of the Site, including any User Content, infringes the copyrights owned by said third party can be found in the DMCA section below.

Links and Search Results

For the avoidance of doubt, the Site may automatically produce search results that reference or link to third-party sites throughout the World Wide Web. EmployeeMetrics has no control over those sites or the content within them. EmployeeMetrics cannot guarantee, represent, or warrant that the content contained in any of those sites is accurate, legal, and/or inoffensive. EmployeeMetrics does not endorse the content of any third-party site, nor do we warrant that such sites will not contain viruses or otherwise impact your computer or other access device. By using the Sites to search for or link to another site, you agree and understand that you may not make any claim against EmployeeMetrics for any damages or losses whatsoever resulting from your use of the Site to obtain search results or to link to another site. Our inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. If you have a problem with a link from this Site, please notify us at notice@EmployeeMetrics.com, and we will investigate your claim promptly and take any actions we deem appropriate in our sole discretion.

Commercial Users

For the avoidance of doubt, the Sites may not be used by our visitors for any commercial purposes other than to inquire about the Products or Services of EmployeeMetrics or in accordance with the terms of a User Agreement. You must obtain our express prior written consent to make commercial offers of any kind on or using the Site, whether by advertising, solicitations, links, or any other form of communication. Without limiting the foregoing, you may not resell or link to other sites for the purpose of selling or Services of any kind without our express written permission. We will investigate and take appropriate legal action against anyone who violates this provision, including, without limitation, removing the offending communication from the Site and barring such violators from use of the Site. We reserve the right to block access to or cancel any order for any user known or reasonably believed to be in violation of this provision.

Violation of the Terms

You understand and agree that in EmployeeMetrics’s sole discretion, and without prior notice, we may terminate your access to the Sites, cancel any transactions, or exercise any other remedy available and remove any unauthorized User Content if we believe that the User Content you provided has violated or is inconsistent with these Terms or has violated the rights of EmployeeMetrics, the rights of another user, or the law, or constitutes a breach of the User Agreement. You agree that monetary damages may not provide a sufficient remedy to EmployeeMetrics for violations of these Terms, and you consent to injunctive or other equitable relief for such violations. EmployeeMetrics may release user information about you if required by law or subpoena, or if release of the information is necessary or appropriate to address an unlawful or harmful activity. EmployeeMetrics is not required to provide any refund to you if you are terminated as a user because you have violated any of these Terms.

EmployeeMetrics is not responsible for the products, services, actions, or failures to act of any third party referenced on this Site. Without limiting the foregoing, you may report the misconduct of users and/or third-party advertisers, service providers. and/or product providers referenced on or included in any Site to us at notice@EmployeeMetrics.com. We may investigate the claim, and take appropriate action, in our sole discretion.

Adoption of Additional Terms

These Terms expressly include any and all additional terms and conditions that are set forth in any of the Sites, including but not limited to any such terms and conditions that are specified in posted agreements and frequently asked questions (FAQs) listings therein. To the extent any of these Terms are in conflict with any terms and conditions set forth in any particular Site, the terms and conditions set forth in the Sites shall control with respect to the particular Site to which the terms and conditions are posted.

Indemnification

You agree to defend, indemnify, save, and hold harmless EmployeeMetrics and the EmployeeMetrics Affiliates and licensees and its and their respective directors, members, shareholders, officers, employees, and agents from and against all liabilities, claims, damages, and expenses, including reasonable attorneys’ fees as incurred, arising out of your use of this Site, including any violation or alleged violation of these Terms, and any losses or claims arising out of your use of any Products or Services you may have obtained on any of our Sites.

Disclaimers

YOU USE THE SITES AND THE PRODUCTS AND SERVICES OFFERED ON THE SITES AT YOUR OWN RISK. ALL INFORMATION AND CONTENT AND ALL PRODUCTS AND SERVICES OFFERED THROUGH THE SITES, INCLUDING CONTENT PROVIDED BY THIRD-PARTY PROVIDERS, ADVERTISERS, AND SPONSORS ON ANY SITE, IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURCHASE, FREEDOM FROM VIRUSES OR HARMFUL CODE, TITLE, OR NON-INFRINGEMENT. ALL INFORMATION, CONTENT, PRODUCTS, AND SERVICES OFFERED THROUGH ANY HYPERLINKED SITE ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND, AND ARE USED AT YOUR OWN RISK. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

IN NO EVENT WILL EMPLOYEEMETRICS, LLC OR ITS SUBSIDIARIES, AFFILIATED COMPANIES, OR SUPPLIERS BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THIS SITE OR ANY OF THE PRODUCTS OR SERVICES OFFERED THROUGH THIS SITE, OR ANY OTHER HYPERLINKED SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST REVENUES, LOST PROFITS, LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR OTHER DATA ON YOUR SYSTEM, OR OTHERWISE ARISING OUT OF THE USE OR MISUSE OF OR INABILITY TO USE ANY SITE OR THE INFORMATION, CONTENT, DOCUMENTS, OR SOFTWARE THEREOF, EVEN IF EMPLOYEEMETRICS, LLC OR ITS SUBSIDIARIES, AFFILIATED COMPANIES, OR SUPPLIERS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR OF ANY CLAIM BY A THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY AGAINST EMPLOYEEMETRICS IS TO DISCONTINUE USE OF THIS SITE AND ANY HYPERLINKED SITES AND TO DISCONTINUE THE USE OF PRODUCTS AND SERVICES OFFERED ON THIS SITE AND ANY HYPERLINKED SITES. CERTAIN STATE LAWS DO NOT ALLOW EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

Without limiting the above disclaimers, EmployeeMetrics and, the EmployeeMetrics Affiliates and licensees, and its and their respective directors, members, shareholders, officers, employees, and agents: (1) make no warranties or representations whatsoever concerning this Site or any other Internet site, the access to, or the availability or use of, this Site or any other Internet site, the information and content from whatever source posted on or referred to on this Site or any other Internet site, or the accuracy, completeness, or timeliness of such information or content; (2) do not warrant or represent that your access to, or use of, this Site or any other Internet site will be uninterrupted or free of errors or omissions, that defects will be corrected, or that this Site or any other Internet site is, or the information or content from whatever source available for use or downloading are, free of computer viruses, worms, Trojan horses, or other harmful components; (3) do not represent or warrant that any Services or Products listed on, or accessed through, this Site will be available for purchase or not withdrawn at any time, and make no representation or warranty of any kind whatsoever concerning such Products or Services; and (4) do not represent or warrant the accuracy, functionality, or specifications, or any other aspect, of items from whatever source posted or accessed through this Site.

This Site may use hyperlinks as a convenience to you so that certain reference material, EmployeeMetrics-related subjects, and other pertinent material are easily accessible. Linked and referenced sites may not be operated, controlled, or maintained by EmployeeMetrics. Hyperlinks and references to other sites, including any EmployeeMetrics-affiliated entity, do not constitute sponsorship, endorsement, or approval by EmployeeMetrics of the information, content, policies, or practices of such linked or referenced sites. EmployeeMetrics and its subsidiaries, affiliated companies, and joint partners do not accept any responsibility for any information or content, availability, policies, practices, or any use of such sites. You access, browse, and use such sites at your own risk.

The above limitations of liability reflect the allocation of risk between the parties and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose. The limitations of liability provided in these Terms inure to the benefit of EmployeeMetrics, the EmployeeMetrics Affiliates, and/or their respective suppliers.

If, notwithstanding the limitations of liability above, EmployeeMetrics or any of the EmployeeMetrics Affiliates are found liable for any loss or damage which arises out of or is in any way connected with any Products or Services or operation of this Site, then the liability of EmployeeMetrics and the EmployeeMetrics Affiliates will in no event exceed, in the aggregate, the lesser of (a) the service fees you paid to EmployeeMetrics, LLC in connection with such transaction(s) on this Site, (b) One Hundred Dollars (US$100.00), or (c) the minimum amount permitted by law.

EmployeeMetrics has no obligation to update any information or content on any Site. Accordingly, EmployeeMetrics and its subsidiaries, affiliated companies, and joint partners assume no responsibility regarding the accuracy of the information or content provided on any Site. Any use of the information or content provided on this Site is done at your own risk.

Privacy Policy

These Terms include the terms and conditions of EmployeeMetrics’s Privacy Policy. Accordingly, by using this Site, you affirmatively acknowledge that you have read, have understood, and agree to be legally bound by the terms and conditions of EmployeeMetrics’s Privacy Policy.

No Recommendations or Advice Provided

Although information and content may be available through the Sites, you should not construe such information and content as expressing the opinions of or endorsement by EmployeeMetrics or its employees, affiliates, agents, and representatives. You alone bear the responsibility of evaluating any information or content available on the Sites. In exchange for using such information or content, you hereby agree to release EmployeeMetrics from any claim and to not hold EmployeeMetrics liable for any possible claim for damages arising from any decision you may make based on information or content available on the Sites.

Software Available/Mobile Apps on This Site

Any software that we make available to access or download from this Site (“Software”) or through a mobile application store such as the Apple® App Store or the Google® Play Store, including the ETA™ software, the Employee Q™ software, the Manager Q™ software, and the EM Time Clock™ software (each, a “Mobile App,” and collectively, the “Mobile Apps”), is the copyrighted work of EmployeeMetrics and/or our respective suppliers. Your use of such Software is governed by the terms of the end user license agreement, if any, which accompanies, or is included with, the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms. For any Software made available for download on this Site not accompanied by a License Agreement, we hereby grant to you, the user, a limited, personal, nonexclusive, nontransferable license to download, install; and use the Software and/or the Mobile Apps for viewing and otherwise using this Site and/or accessing the content and information available within the Mobile Apps in accordance with these Terms and for no other purpose.

Please note that all Software, including, without limitation, all HTML code and scripts contained on this Site, is owned by EmployeeMetrics, the EmployeeMetrics Affiliates, and/or our respective suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Without limiting the foregoing, copying or reproduction of the Software to any other server or location for further reproduction or redistribution is expressly prohibited. The Software is warranted, if at all, only according to the terms of the applicable License Agreement.

Your mobile device must be connected to the Internet for the Mobile Apps to function correctly. You are responsible for making all arrangements necessary for your mobile device to have Internet connectivity and are responsible for all fees your service provider may charge you arising out of the Mobile App transmitting and receiving data (including but not limited to data roaming charges). As further described in our Privacy Policy, the Mobile Apps will automatically transfer a small amount of data as part of their normal operation, including how you use the Mobile Apps, which content you access, and technical errors or problems which the Mobile Apps may encounter while being used. By using the Mobile App, you expressly acknowledge, agree, and consent to the automatic collection of this information.

Copyright and Trademark Notices

All content of this Site is © 2018 EmployeeMetrics, LLC. All rights reserved. EmployeeMetrics names and logos are either registered trademarks or trademarks of EmployeeMetrics, LLC in the United States and/or other countries. Other logos and Product and company names mentioned herein may be the trademarks of their respective owners. EmployeeMetrics, LLC is not responsible for content on websites operated by parties other than EmployeeMetrics, LLC. If you are aware of an infringement of our brand, please let us know by e-mailing us at notice@EmployeeMetrics.com. We address only messages concerning brand infringement at this e-mail address.

Digital Millennium Copyright Act (“DMCA”)

EmployeeMetrics respects the intellectual property of others, and we ask our users and visitors to do the same. In accordance with the DMCA and other applicable law, EmployeeMetrics has adopted a policy of terminating the accounts of, in appropriate circumstances and at EmployeeMetrics’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. EmployeeMetrics may also, at its sole discretion, limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. If you believe that an account holder or subscriber is a repeat infringer, please provide information sufficient for us to verify that the account holder or subscriber is a repeat infringer when filing your notice.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to the Site’s designated agent (see below). ALL INQUIRIES NOT RELEVANT TO OR NOT COMPLYING WITH THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. EmployeeMetrics will process and investigate notices (each, a “Notice”) of alleged infringement and will take appropriate action under the DMCA and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, EmployeeMetrics will act to remove or disable access to any material found to be infringing or found to be the subject of infringing activity and will act to remove or disable access to any reference or link to material or activity that is found to be infringing.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide EmployeeMetrics the following information in your Notice (to be effective, the notification must include ALL of the following):

a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive copyright that is allegedly being infringed;

a description of the copyrighted work that you claim has been infringed;

a description of where the material that you claim is infringing is located on the Site;

your address, telephone number, and e-mail address, and all other information reasonably sufficient to permit EmployeeMetrics to contact you;

a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly being infringed.

Notices of claimed copyright infringement should be directed to EmployeeMetrics’s designated agent:

By mail:

EmployeeMetrics, LLC

Attn: Compliance Department

THE PRECEDING INFORMATION IS PROVIDED EXCLUSIVELY FOR NOTIFYING EMPLOYEEMETRICS THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. ALL OTHER INQUIRIES, SUCH AS PRODUCT- OR SERVICE-RELATED QUESTIONS AND REQUESTS, OR QUESTIONS REGARDING PRIVACY, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.

Miscellaneous

EmployeeMetrics controls its Sites (excluding linked sites) from its offices in _________________, California, and it makes no representation that any content contained on this Site is appropriate or available for use in other locations. Accessing this Site in locations in which the use of such content is illegal is prohibited. By accessing this Site, you agree that the statutes and laws of the State of California, notwithstanding any principles of conflicts of law, will apply to all matters relating to use of this Site, and that if you use this Site from any other location you are responsible for compliance with all applicable local laws. Any claim relating to this Site shall be litigated in the state and federal courts having jurisdiction in the ___________ District of California, and you hereby consent to the jurisdiction and venue of those courts. If any part of these Terms is deemed unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles herein are for convenience of reference only and have no legal or contractual effect.

By using this Site, you agree that EmployeeMetrics, at its sole discretion, may require you to submit any disputes arising from the use of this Site or the application of these Terms , including disputes arising from or concerning their interpretation, violation, invalidity, nonperformance, or termination, to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said rules. Notwithstanding these rules, however, such proceeding shall be governed by the laws of the state as set forth in the previous section. Any award in an arbitration initiated under this clause shall be limited to monetary damages (as further limited herein) and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Further, the arbitrator(s) shall have no authority to award punitive, consequential, or other damages not measured by the prevailing party’s actual damages in any arbitration initiated under this section, except as may be required by statute.

By using this Site, you further agree that you will not use this Site or any materials available hereon for any unlawful activity, or use it in any way that would violate any of these Terms.

When applicable, you further agree, as a condition of using this Site, to ensure that all of your agents, employees, and independent contractors adhere to these Terms.