SubmittalCheck

END USER LICENSING AGREEMENT

NOTICE – READ ALL OF THE TERMS AND CONDITIONS OF THIS END USER LICENSING AGREEMENT BEFORE ACCESSING OR USING THE SOFTWARE OR THE SERVICES DEFINED BELOW.

1. INTRODUCTION. This End User Licensing Agreement ("EULA") is a legal agreement between SubmittalCheck, and you ("Licensee") for the use of the software application and services known as "SubmittalCheck" as described below.

2. AGREEMENT TO BE BOUND. By applying for SubmittalCheck Software and Service and/or installing, copying, using or accessing the SubmittalCheck Software and Service you agree to be bound by the terms of this EULA and any subsequent versions as may be updated from time to time as set forth below. BY REGISTERING WITH SUBMITTALCHECK AND/OR CLICKING ACCEPT OR YES OR OTHER APPROPRIATE BUTTON FOR INSTALLING, ACCESSING AND/OR USING THE SUBMITTALCHECK SOFTWARE AND SERVICE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND WILLINGNESS TO BE BOUND THEREBY. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT INSTALL, USE OR ACCESS THE SUBMITTALCHECK SOFTWARE AND SERVICE. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT CLICK ACCEPT OR YES OR OTHER BUTTON FOR INSTALLATION AND YOU MUST IMMEDIATELY CEASE USE AND/OR ACCESS TO THE SUBMITTALCHECK SOFTWARE AND SERVICE AND DELETE ANY SOFTWARE, CONTENT OR DATA OBTAINED FROM YOUR HARD DRIVE.

PLEASE NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE SUBMITTALCHECK SOFTWARE, OR ANY COPY OR PORTION THEREOF, EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE AGREEMENT. ANY USE OF THE SOFTWARE AND SERVICE IN THE ABSENCE OF YOUR AGREEMENT TO THESE TERMS AND CONDITIONS OF THIS EULA IS UNLAWFUL.

3. TERMS AND DEFINITIONS. For the purpose of this EULA:

"Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights and any and all applications, renewals, extensions and restorations thereof in force now or hereafter in effect worldwide.

"Licensee" shall mean the individual or entity entering into this EULA with SubmittalCheck, as well as its parents, subsidiaries and affiliates. If this EULA is entered into by an agent or employee of the Licensee, by agreeing hereto, it is expressly warranted that the agent or employee has the full authority to act on the Licensee's behalf and bind it or them to the terms of this EULA.

"Software and Service" shall mean access and use of the SubmittalCheck software application located at ("SubmittalCheck website"), any communication service hosted by SubmittalCheck's communication infrastructure, and any associated account information, software components, service components, media, printed materials and online or electronic documentation, as may be modified by SubmittalCheck from time to time.

"SubmittalCheck" as a service shall mean a certain Internet service, provided as a "Software as a Service" ("SaaS") application, which is designed to optimize the candidate submittal process by providing a clearinghouse through which staffing vendors can route permission requests to potential candidates who, in turn, can then approve or deny submittal authorization to the requesting vendor.  In doing so, SubmittalCheck enables staffing vendors to participate in the hiring process with unquestioned validity by authenticating to the end client that their candidates have been engaged with full disclosure and authorization.

4. LICENSE GRANT. SubmittalCheck grants to Licensee a non-exclusive, non-transferable, renewable license to access and use SubmittalCheck Software and Service for the purpose of participating in the candidate submittal authentication and verification process facilitated by the SubmittalCheck Software and Service, under the following terms:

4.1. Installation and Use. Licensee may install, use, access, display and run SubmittalCheck on any computer with Internet access. There is no limit to log-on times, frequency, or uses with correct log-on privileges.

4.2. Activation. SubmittalCheck is activated and used through the use of the Internet only. There are technological measures in SubmittalCheck that are designed to prevent unlicensed use and/or duplication of the application.

4.3. Duration. The license shall remain in effect for the period during which any specific authorization request remains active and unfulfilled, unless terminated by either party as set forth below.

4.4. Storage/Network Use. Licensee may not store or install a copy of SubmittalCheck on a storage device, such as a network server, used only to install or run the software on other workstation computers over an internal network. It is intended and agreed that SubmittalCheck will be accessed by the Licensee through the Internet and no copy of the software will be owned or provided to the Licensee under this agreement.

5. OWNERSHIP. Except as otherwise noted below, Licensee hereby acknowledges that SubmittalCheck or third parties own all right, title and interest in SubmittalCheck Software and Services, any portions thereof or any software, application, process or content provided through or in conjunction with SubmittalCheck Software and Services, including, without limitation all Intellectual Property Rights. Licensee agrees that it will not remove, obscure, or alter SubmittalCheck's or any third party's notice of trademark, copyright or other Intellectual Property Right, which may be attached to, part of, or accessed or displayed through, SubmittalCheck Software and Services. Licensee agrees not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from SubmittalCheck or to extract significant portions of SubmittalCheck files for use in other applications nor to permit or assist third parties to do so on your behalf.

6. NO RENTAL/COMMERCIAL HOSTING; NO ASSIGNMENT. Licensee may not rent, lease, lend or provide commercial use or hosting services with or through SubmittalCheck. Licensee may not transfer or reassign the Licensee's rights under this EULA.

7. CONSENT TO USE OF DATA. Licensee agrees that SubmittalCheck and its affiliates and agents may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Software and Services. SubmittalCheck may use this information solely to improve our products or to provide customized services or technologies to you and will not disclose this information in a form that is inconsistent with our published Privacy Policy.

8. PRIVACY POLICY. SubmittalCheck understands and respects that through the use of SubmittalCheck Software and Services, SubmittalCheck may have access or come into possession of proprietary, confidential or private data belonging to Licensee or third parties. SubmittalCheck takes reasonable steps to maintain the privacy of such data as set forth in SubmittalCheck's Privacy Policy, which may be found at SubmittalCheck.com. SubmittalCheck's Privacy Policy is incorporated herein as if set forth fully and as may be amended and revised from time to time. Licensee agrees to be bound thereby and agrees to periodically review the Privacy Policy for updates or revisions.

9. ADDITIONAL SOFTWARE/SERVICES. This EULA applies to updates, supplements, add-on components, or Internet-based services components that SubmittalCheck may provide to you or make available to you after the date you obtain your initial log-on. SubmittalCheck reserves the right to discontinue any Internet-based services provided to you or made available to you through the use of the application.

10. AGREEMENT MODIFICATION. Licensee agrees that SubmittalCheck may revise the terms and conditions of this EULA at any time. Any such revision or change shall be binding and effective 30 days after SubmittalCheck's posting the revised or changed EULA on the SubmittalCheck website. Licensee agrees to periodically and regularly review the SubmittalCheck website, including the current version of this EULA, to be and remain aware of the terms of this EULA. If licensee does not agree to any revision or change, the Licensee may terminate this EULA at any time by providing SubmittalCheck with notice of termination to be addressed to support@SubmittalCheck.com. Continued access and use of SubmittalCheck Software and Services after the 30-day period will be deemed agreement to be bound by the revised and changed terms.

11. AUTHORIZED USERS. The Licensee may, but is not required to, designate authorized users who are permitted to access or use SubmittalCheck Software and Services as the Licensee's agent. In so doing, the Licensee has sole responsibility to (i) maintain the confidentiality of any password that may be used to access the SubmittalCheck Software and Services; (ii) establish the scope and limit of the authorized users' access to the SubmittalCheck Software and Services; (iii) ensure that the authorized users are aware of, bound by and abide by the terms of this EULA; and (iv) ensure that the authorized users are aware of, bound by and abide by any change or revocation of the Licensee's grant of authority. Licensee expressly authorizes SubmittalCheck to process any and all account transactions that are initiated through the use of an account password or by an authorized user.

12. SOFTWARE ACCESS. It is agreed that Licensee and any designated authorized users may access and use the SubmittalCheck Software and Services at any time on any computer with Internet access so long as accurate log-in information is provided. It is moreover agreed that SubmittalCheck Software and Service is made available for use solely as an SaaS, is universally available through connection on any web browser connected to the Internet and that therefore Licensee has no need to copy SubmittalCheck Software and Services or move the application to different computers.

13. TERMINATION. Either party to this EULA may terminate the agreement by providing notice thereof to the other. Licensee shall provide notice to SubmittalCheck at support@SubmittalCheck.com and SubmittalCheck shall provide notice to Licensee at Licensee's last known e-mail address provided by Licensee to SubmittalCheck. Additionally, without prejudice to any other rights, SubmittalCheck may terminate this EULA if Licensee fails to comply with any term or condition of this EULA.

14. INDEMNITY. SubmittalCheck is not acting as a broker or agent for any Licensee who may elect to utilize the SubmittalCheck Software and Service. SubmittalCheck shall not be named in any litigation concerning any contract that may or may not have been awarded as a result of or in connection with or in any way related to the use of the SubmittalCheck website. In the event that SubmittalCheck is named in such litigation, Licensee agrees to hold harmless and indemnify SubmittalCheck for all costs and damages, resulting therefrom, including reasonable attorney fees incurred in the defense of such action.

15. DISCLAIMER OF WARRANTIES. Licensee agrees that the use of SubmittalCheck and SubmittalCheck Software and Services is solely at Licensee's risk. All software and services are provided by SubmittalCheck on an "as is" and "as available" basis. EXCEPT AS MAY BE OTHERWISE NOTED IN THIS EULA, SUBMITTALCHECK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. SUBMITTALCHECK DOES NOT MAKE ANY WARRANTY THAT THE SOFTWARE OR SERVICES LICENSED HEREIN WILL MEET YOUR REQUIREMENTS OR THAT ACCESS OR SERVICES WILL BE AVAILABLE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. SUBMITTALCHECK MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USING THE SUBMITTALCHECK SOFTWARE AND SERVICES OR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH OUR SERVICES. LICENSEE AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SUBMITTALCHECK SOFTWARE AND SERVICES IS DONE AT LICENSEE'S OWN RISK AND DISCRETION AND THAT LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO LICENSEE'S COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR ACCESS OF SUCH MATERIAL AND/OR DATA. SUBMITTALCHECK MAKE NO WARRANTY REGARDING ANY SERVICES PROVIDED BY THIRD PARTIES WHICH ARE OBTAINED THROUGH OR AS A RESULT OF ANY SUBMITTALCHECK SERVICES OR ANY TRANSACTION ENTERED INTO, THROUGH OR AS A RESULT OF YOUR USE OF THE SUBMITTALCHECK SOFTWARE AND SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED BY LICENSEE FROM SUBMITTALCHECK OR THROUGH SUBMITTALCHECK SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN AND LICENSEE MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. TO THE EXTENT THAT CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY. IT IS AGREED THAT THE EXCLUSIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

16. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUBMITTALCHECK BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PROSPECTIVE BUSINESS ADVANTAGE, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF, MISUSE OF OR INABILITY TO USE THE SUBMITTALCHECK SOFTWARE AND SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SUBMITTALCHECK WEBSITE OR OTHERWISE ARISING OUT OF THE USE, MISUSE OR UNAVAILABILITY OF THE SUBMITTALCHECK SOFTWARE AND SERVICES OR SUBMITTALCHECK WEBSITE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF SUBMITTALCHECK, AND EVEN IF SUBMITTALCHECK OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL SUBMITTALCHECK BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF SUBMITTALCHECK SOFTWARE AND SERVICES OR CONTENT PROVIDED IN CONNECTION THEREWITH. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF SUBMITTALCHECK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON SUBMITTALCHECK SOFTWARE AND SERVICES OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF SUBMITTALCHECK SOFTWARE AND SERVICES, INCLUDING DAMAGES THAT MIGHT BE INCURRED BY THIRD PARTIES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND THE FULLEST EXTENT PERMITTED BY LAW.

18. EXCLUSIVE REMEDY. Licensee agrees that SubmittalCheck's sole liability and Licensee's exclusive remedy, in law, in equity or otherwise, with respect to any software or service provided by SubmittalCheck or for any breach of this EULA is solely limited to SubmittalCheck's repair or restoration of any SubmittalCheck Software and Service that did not substantially and materially perform in the manner set forth in the SubmittalCheck website or return of the amount of any fee paid by Licensee for the use of the SubmittalCheck Software. In light of the fact that the sole consideration for provided by Licensee to SubmittalCheck for this license is the exchange of promises set forth in this EULA, in no event or circumstance, shall damages exceed US$200.00.

19. INTELLECTUAL PROPERTY. The SubmittalCheck website and all content and materials located thereon, including without limitation any SubmittalCheck names and logos (the "SubmittalCheck Marks"), the services, architecture, designs, text, graphics and other files, and the selection, arrangement and organization thereof, are the intellectual property of SubmittalCheck or its licensors. Except as explicitly provided, neither the website nor this Agreement grant you any right, title or interest in or to any such content or materials. The SubmittalCheck Marks are trademarks or registered trademarks of SubmittalCheck. Other trademarks, service marks, graphics, logos and domain names appearing on the website may be the trademarks of third parties. The website is Copyright © 2010, SubmittalCheck, ALL RIGHTS RESERVED. Moreover, except as expressly stated herein, or as expressly granted by SubmittalCheck in a signed writing, you have no intellectual property or other rights in the information you enter into the SubmittalCheck interface.

As SubmittalCheck asks others to respect its intellectual property rights, SubmittalCheck respects the intellectual property rights of others. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the services. Likewise, if you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want SubmittalCheck to delete, edit, or disable the material in question, you must provide SubmittalCheck with all of the following information:

A. a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;

B. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

C. identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit SubmittalCheck to locate the material;

D. information reasonably sufficient to permit SubmittalCheck to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted;

E. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

F. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to SubmittalCheck's designated agent at: 156 Tuskawilla Road Suite 2340 Winter Springs, FL 32708.

20. MISCELLANEOUS PROVISIONS.

20.1. This EULA will be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of laws rules. Licensee and SubmittalCheck hereby agree to submit to the sole and exclusive subject matter jurisdiction, personal jurisdiction and venue of the Supreme Court State of New York, County of Suffolk, or the United States District Court, Eastern District of New York.

20.2. If for any reason a court of competent jurisdiction finds any provision or portion thereof to be unenforceable, the remainder of the terms of the EULA shall continue in full force and effect.

20.3. This EULA and any expressly incorporated document represents the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral.

20.4. Any waiver of any provision of this EULA will be effective only if in writing and signed by SubmittalCheck. The failure by SubmittalCheck to enforce any provision of this EULA or portion thereof does not act as a waiver or estop SubmittalCheck from enforcement of the remaining terms.

20.5. The section headings appearing in this EULA are inserted for convenience only and in no way define, limit, construe or describe the scope or extent of any section or, in any way, affect such section.

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