Unemployment Insurance Software – End User Agreement
BY SIGNING BELOW, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF THE ONLINE SERVICE (THE "SERVICE") OF UNEMPLOYMENT TRACKER, LLC, A MICHIGAN LIMITED LIABILITY COMPANY, (“UNEMPLOYMENT TRACKER”). 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.
1.Policies and Terms
Your use of the Service will, at all times, be governed in relevant part by the terms of this Agreement and Unemployment Tracker’s privacy, security, and other policies. Unemployment Tracker reserves the right to modify its policies and other 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 our website (or otherwise accessible through the Service). Continued use of the Service after any such changes shall constitute your consent to such changes. No other modifications shall be effective unless agreed to, in writing, by Unemployment Tracker.
2. License Grant & Restrictions
Unemployment Tracker 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 Unemployment Tracker and its licensors. You have no other rights than these limited rights. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the technology or the intellectual property owned by Unemployment Tracker.
3. Account Information and Data
You are responsible for all activity occurring under your User accounts and shall abide by all applicable laws in connection with your use of the Service. You shall have sole responsibility for all information or material that you submit to the Service in the course of using the Service ("Customer Data"), including, but not limited to, the input accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Unemployment Tracker cannot guarantee any backup files of your Customer Data.
4. Charges and Payment of Fees
Client shall pay all fees or charges in accordance with the pricing schedule. Fees are payable to Unemployment Tracker are due upon receipt of invoice. Unemployment Tracker reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior written notice to you, which notice may be provided by email.
5. Term, Billing, and Renewal
The License Term is for a period extending from the Effective Date until the end of the next calendar month and the License Term will automatically extend for successive calendar month periods until one of the Parties terminates according to this Agreement. Your “Effective Date” is the sooner to occur of the date Unemployment Tracker establishes your Service and provides to you User access information (usernames and passwords) or the date on which data conversion is substantially completed and accessible through the Service, regardless of when you begin to use the Service.
Unemployment Tracker’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, for which you are responsible. Any invoice not objected to within thirty (30) days in writing will be deemed to have been affirmed and consented to by you. All invoiced amounts must be paid within fifteen (15) days or you will be in default. Delinquent invoices are subject to a late fee in the amount of 5.0% of any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including, without limitation, attorney fees.
6. Non-Payment and Suspension
In addition to any other rights granted to Unemployment Tracker herein, Unemployment Tracker reserves the right to suspend or terminate this Agreement and your access to the Service, if you are in default. Unemployment Tracker reserves the right to impose a reconnection fee in the event your service is suspended, and you thereafter request access to the Service. You agree and acknowledge that Unemployment Tracker has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 90 days or more delinquent. You agree to pay for the Service during any period of suspension.
7. Termination Without Cause
Except as otherwise provided in this Agreement, either party may terminate this Agreement by notifying the other party in writing and such termination will be effective upon the last day of the following calendar month.
8. Termination for Cause
Without limiting the Parties’ other rights under this Agreement, Unemployment Tracker will be entitled to terminate this Agreement (and all Service and access) effective immediately and without advance notice to you for “Cause”, which includes any of the following: (a) Any material breach of your obligations under this Agreement, including, without limitation, failure to make any payment within 30 days after the invoice date or unauthorized use of the Technology or Service or Content; (b) you become insolvent or make any assignment for the benefit of creditors or similar transfer evidencing insolvency; or suffer or permit the commencement of any form of insolvency or receivership proceeding; or have any petition under any bankruptcy law filed against you, which petition is not dismissed within sixty (60) days of such filing; or you have a trustee or receiver appointed for your business or assets or any part thereof; (c) Unemployment Tracker loses connectivity with you; or (d) any actual or proposed change in control of you that results or would result in a direct competitor of Unemployment Tracker directly or indirectly owning or controlling 50% or more of you.
9. Effect of Termination
Upon a termination, Unemployment Tracker, in its sole discretion, may terminate your password, account, or use of the Service (including access to all Technology and Content). Unemployment Tracker reserves the right to withhold Customer Data without notice if there has been any breach, including, without limitation, your non-payment. Without limitation, upon Termination for Cause, your right to access or use Customer Data immediately ceases, and Unemployment Tracker shall have no obligation to maintain or forward any Customer Data until you have made full payment and satisfaction of all outstanding obligations owed to Unemployment Tracker. You agree and acknowledge that Unemployment Tracker has no obligation to retain the Customer Data, and may delete such Customer Data irretrievably, after the 90th day after termination.
10. Indemnification
You shall indemnify, defend, and hold harmless Unemployment Tracker from and against any and all claims, suits, actions, assessments, losses, diminution in value, liabilities, taxes, fines, penalties, damages (compensatory, consequential, direct, indirect, and other), costs, and expenses (including reasonable legal fees), all regardless of whether arising in the absence of a third-party claim (collectively, “Losses”), arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; (iii) Losses arising from errors by you or your client; or (iv) a claim arising from the breach by you or your Users of this Agreement. Throughout this Agreement any reference to a Party having the obligation to indemnify, defend, or hold harmless another Party shall also include such obligations to that indemnified Party’s owners, subsidiaries, and affiliates, and the officers, managers, employees, contractors, representatives, attorneys, and agents of any of them, each of whom shall be a third party beneficiary of the agreement to indemnify, defend, and hold harmless within the meaning of MCL 600.1405 (the “Third Party Beneficiary Act”), with the legal right to enforce such right against an indemnifying Party as if such third party was directly a party to this Agreement.
11. Disclaimer of Warranties
EXCEPT FOR WHAT IS EXPRESSLY STATED IN THIS AGREEMENT, UNEMPLOYMENT TRACKER DISCLAIMS ANY REPRESENTATION, WARRANTY, OR GUARANTEE, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS.
12. Internet Delays
UNEMPLOYMENT TRACKER’S SERVICES MAY BE SUBJECT TO DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET. UNEMPLOYMENT TRACKER IS NOT RESPONSIBLE OR LIABLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE THAT ARE NOT DIRECTLY AND EXCLUSIVELY CAUSED BY UNEMPLOYMENT TRACKER’S INTENTIONAL OR GROSSLY NEGLIGENT ACTION OR INACTION.
13. Limitation of Liability
IN NO EVENT SHALL UNEMPLOYMENT TRACKER’S AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM FOR THE SERVICES OUT OF WHICH SUCH CLAIM AROSE. IN NO EVENT SHALL UNEMPLOYMENT TRACKER 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), TO THE EXTENT PERMITTED BY APPLICABLE LAW.
14. Equitable Principles
You agree that, in the event of a breach or alleged breach, it will not be possible to adequately measure the loss suffered by Unemployment Tracker, and that, because of the competitive nature of the industry, the injury to Unemployment Tracker resulting from a breach of the Agreement will be irreparable. Therefore, Unemployment Tracker will be entitled to a temporary restraining order and preliminary and permanent injunctive relief to halt any actual or threatened violation of the Agreement, as well as any measurable damages sustained. You also agree that You shall be obligated to reimburse Unemployment Tracker for all actual costs, including reasonable attorney fees, which may be incurred by Unemployment Tracker in the enforcement of this Agreement.
15. Assignment
This Agreement may not be assigned by you or sublicensed without the prior written approval of Unemployment Tracker but may be assigned without your consent by Unemployment Tracker. Any purported assignment in violation of this section shall be void.
16. Miscellaneous
Any notice required or permitted to be given to Unemployment Tracker shall only be effective if it is made in writing and transmitted via email to info@uneploymenttracker.com, or as otherwise directed by Unemployment Tracker.
The Agreement is the entire agreement of the Parties with respect to its subject matter and all prior discussions, agreements, negotiations, representations, or warranties are merged herewith. This Agreement shall be construed, enforced, performed and in all respects governed by and in accordance with the laws in the State of Michigan and each Party consents and submits to jurisdiction (and, to the extent permitted by law, also to venue) in the State and Federal Courts of Kent County, State of Michigan, United States of America.
No provision of the Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
This Agreement may be executed by signatures transmitted via facsimile or electronic copies and such facsimile or electronic copies shall be treated as originals. This Agreement may also be signed in counterparts and each such counterpart will be enforceable as an original.
The Parties sign this Agreement below intending to be bound by its terms and conditions.
