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Website Terms of Use

March 22, 2020

Last Updated: March 25, 2020.

WELCOME

1. Terms of Use

Agilea Solutions, Inc., a Minnesota corporation (“Agilea”, “we”, “us”, “our”) welcomes you to our website located at www.workforceSOS.com (the “Website”). Please read the following Website terms of use (“Terms”) before using the Website. The Terms govern your access or use of the applications, websites, content, products and services (the “Services”, as more fully defined below in Section 2). By accessing and using the Website, you agree to be bound by all the Terms set forth herein. If you do not agree with these Terms, your sole recourse is to leave the Website immediately. 

Agilea may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.A copy of these Terms may be downloaded, saved and printed for your reference.

Supplemental terms may apply to certain Services, and such supplemental terms will be disclosed to you in connection with the applicable Service (s). Supplemental terms are in addition to, and shall be deemed a part of the Terms of Use for the purposes of the applicable Service(s)

Agilea reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. Further, Agilea reserves the right to change these Terms at any time and to notify you by posting an updated version of the Terms on this Website. You are responsible for regularly reviewing the Terms, including, without limitation, by checking the “Last Updated” date at the top of this document. Continued use of the Website after any such changes shall constitute your consent to be bound by such changes, with continued provision of the use of the Website constituting consideration from Agilea to you for so being bound. Your only right with respect to any dissatisfaction with (1) these Terms (2) any policy or practice of ours in operating the Website or (3) any Content available through the Website, is to stop visiting and using the Website.

2. The Services

The Services comprise of website applications and related services (each, an "Application"), which enable users to arrangeschedule and purchaseWorkforce Management Consulting and Implementation services and/or to purchase certain services, including with third party providers of such services under agreement with Agilea or certain of Agilea affiliates ("Third Party Providers").

License

Subject to your compliance with these Terms, Agilea grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services. Any rights not expressly granted herein are reserved by Agilea and Agilea licensors.

RESTRICTIONS ON USE

The Website is owned and operated by Agilea. Any and all content, data, graphics, photographs, images, audio, video, software, systems, processes, trademarks, service marks, trade names and other information including, without limitation, the “look and feel” of the Website (collectively, the “Content”) contained in this Website are proprietary to Agilea, its affiliates and/or third-party licensors. The Content is protected by United States and international copyright and trademark laws.

Except as set forth herein, you may not modify, copy, reproduce, publish, post, transmit, distribute, display, perform, create derivative works from, transfer or sell any Content without the express prior written consent of Agilea. You may download, print and reproduce the Content for your own non-commercial, informational purposes provided you agree to maintain any and all copyright or other proprietary notices contained in such Content, and to cite the URL source of such Content. Reproduction of multiple copies of the Content, in whole or in part, for resale or distribution is strictly prohibited except with the prior written permission of Agilea. To obtain written consent for such reproduction, please contact us at legal@agileasolutions.com.

LINKING

It is our goal to provide increased value to visitors to our Website. Therefore, our Website might offer you links to other sites on the Internet that are owned and operated by third parties and therefore not affiliated with us. Please understand that such linked websites are independent from Agilea and that Agilea has no control over the content of such websites. Consequently, Agilea cannot be held liable and makes no warranty or representation whatsoever as to the accuracy, timeliness and/or completeness of the information contained on such websites.

The links which we might place on our Website do not imply that we sponsor, endorse or are affiliated or associated with, or have been legally authorized to use any trade-mark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such sites.

3. Access and Use of the Services

As a condition of your continued access to and use of our Website, you agree to abide by all applicable federal, state, local and other laws and regulations and the “Code of Conduct” set forth below. Specifically, in addition, without limiting the foregoing, you agree not toupload, post, comment, e-mail or otherwise transmit any statements or material that:

a. constitutes unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or commercial electronic message;

b. infringes any patent, trade-mark, trade secret, copyright or other proprietary or privacy rights of any party;

c. is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, racially, ethnically or otherwise objectionable, or an unfair product comparison;

d. contains any form of destructive software such as a virus, worm, Trojan horse, time bomb, cancelbot, or any other harmful components or any other computer file, program or code, designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; orotherwise encourages criminal conduct or that would give rise to civil liability or otherwise violate any law or regulation in any jurisdiction.

e. harvest or otherwise collect or store any information (including personally identifiable information) about other users of the Website, including e-mail addresses, without the express consent of such users;

f. for the purpose of misleading others, create a false identity of the sender or the origin of a message, forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Website;

g. attempt to gain unauthorized access to the Website, other computer systems or networks connected to the Website, through password mining or any other means;

h. interfere with or disrupt networks or servers connected to the Website or violate the regulations, policies or procedures of such networks; and

i. use, download or otherwise copy, or provide to any person or entity any Website users directory or other user or usage information or any portion thereof other than in the context of your use of the Website.

Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Agilea does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4. Payment

If you elect to use our Services,you understand that use of the Services may result in charges to you for the servicesyou receive ("Charges"). Supplemental terms may apply to certain Services, and such supplemental terms will include specific information relating to how the Charges are calculated and collected. Agilea will receive and/or enable your payment of the applicable Charges for services obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law. 

5. Disclaimers;

Although we strive to update and keep accurate as much as possible the Content contained on the Website, errors and/or omissions may occur and we cannot guarantee it is accurate and complete at all times.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE THROUGH THE SERVICES ARE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS, WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS FREE OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR ANY OF OUR AUTHORIZED REPRESENTATIVES WILL CREATE ANY WARRANTY.

6. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AGILEA ANDITS AFFILIATES, AND OUR AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AND CONTRACTORS WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE SERVICES OR ANY INFORMATION, PRODUCTS, OR OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND/OR EVEN IF AGILEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN THE EVENT YOU OR ANY OTHER PERSON OR ENTITY IS ENTITLED TO DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS, USE, OR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY INFORMATION, PRODUCTS, OR OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE THROUGH THE SERVICES, THE COLLECTIVE LIABILITY OF AGILEA ANDITS AFFILIATES, AND OUR AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AND CONTRACTORS (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL NOT EXCEED $500

IN ADDITION TO AND WITHOUT LIMITING ANY OF THE FOREGOING, AGILEA, ITS AFFILIATES, MEMBERS, OFFICERS, EMPLOYEES, AGENTS AND LICENSORS WILL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, ACTS OF TERRORISM, LABOR CONDITIONS, POWER FAILURES, INTERNET DISTURBANCES, OR ANY SERVICES OR SYSTEMS CONTROLLED BY THIRD PARTIES. 

THE LIMITATIONS IN THIS SECTION DO NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

7. Indemnity. 

You agree to indemnify and hold harmless Agilea, its affiliates, shareholders, members, owners, officers, employees, agents, and licensors from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities (including reasonable legal and accounting fees), resulting from your use of this Website, connection thereto, or any alleged violation by you of these Terms.

8. PRIVACY

Please review our Privacy Policy (www.workforceSOS.com/privacy) for information on the manner in which we collect, use, disclose and otherwise treat personal information.

9. APPLICABLE LAWS

These Terms shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflicts of laws principles and to the federal laws of the United States applicable therein, and any dispute is to be submitted to a court of competent jurisdiction in the County of Hennepin (City of Minneapolis), State of Minnesota.

If any provision of the present Terms shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. A printed copy of these Terms and of any notice in electronic form shall be admissible in any judicial or administrative proceedings to the same extent and under the same conditions as other business documents and records originally generated and maintained in printed form.

10. NOTICE

Notices to you may be made via e-mail or regular mail, or in cases of changes to these Terms, by posting notices or links to such notices on the Website itself.

11. ENTIRE AGREEMENT

This Terms of Use, along with our Privacy Policy, any other legal notices or statements posted on the Website, and, if applicable, any supplemental terms, constitutes the entire agreement between you and Agileaand supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and may not be amended or modified except by Agileaas set forth above. In the event of a conflict between these Terms andany other supplemental terms, the terms and conditions of the supplemental terms prevails.

12. CONTACT

If you have any questions or comments regarding these Terms please contact us at legal@agileasolutions.com.

13. Effective Date

Effective March 22, 2020 to the present.