END USER LICENSE AGREEMENT
This End User
License Agreement, including the
Website Terms and Conditions
are incorporated herein by reference (collectively referred to as the “Agreement”)
is a binding agreement between Express Services, Inc. d/b/a Express Employment
Professionals, an Oklahoma corporation (“Express”), and the user of the
Web Services whether or not identified during the registration process for the
same (“Licensee”) (each a “party,” collectively the “parties”).
EXPRESS PROVIDES THE WEB SERVICES SOLELY ON
THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT
LICENSEE ACCEPTS AND COMPLIES WITH THIS AGREEMENT. BY USING THE WEB SERVICES,
CLICKING “I AGREE” OR BY DOWNLOADING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT
YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) ACCEPT THE AGREEMENT AND AGREE
THAT YOU ARE LEGALLY BOUND BY THE TERMS SET FORTH BELOW AND INCORPORATED
HEREIN; AND (C) REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE. IF
YOU DO NOT SO AGREE AND REPRESENT AND WARRANT, DO NOT USE THE WEB SERVICES AS
EXPRESS WILL NOT AND DOES NOT LICENSE THE RIGHT TO USE THE WEB SERVICES.
Definitions. In addition to those terms otherwise defined herein, for purposes of this Agreement, the following terms have the following meanings:
“Application” means that mobile application provided along with this Agreement currently known as ExpressJobs
“Authentication Information” means the user name, password, or other piece of information provided by Express to Licensee to allow access to secure parts of the Web Services not otherwise publicly available.
“Confidential Information” means any and all content or information placed on the Web Services by Express which requires Authentication Information to access, together with any other information proprietary and/or confidential to Express and which may be made available to Licensee, including without limitation, unpatented inventions, ideas, processes, trade secrets, research data, product development, know-how, show-how, guidelines (operational or otherwise), charts, diagrams, manuals, methods, policies, procedures, programs, software, firmware, specifications, standards (both operational and visual), strategies, marketing strategies, customer information, customer lists, supplier information, supplier lists, and that which is normally considered confidential or is indicated by Express to be confidential or proprietary, and any and all embodiments thereof, whether tangible or intangible, regardless of how documented, and regardless of whether created jointly or solely by Express or whether in existence as of the effective date of this Agreement or created thereafter.
“Content” means the products and/or services accessible through the Website or Application, as well as the features, functionality and content accessible on or through the Website or Application, excluding the Postings.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.
“Postings” means all information, data, or content that is posted, submitted, transmitted, or otherwise made available on the Web Services by Persons other than Released Parties, including Licensee.
“Released Parties” collectively refers to Express and its affiliates together with their respective parent and subsidiary (franchise owners and franchisees’ staff) entities as well as each of their respective employees, agents, officers, directors, and licensors.
“Third Party” means any Person other than Licensee or Express.
“Web Services” collectively refers to the Content, Website and Application.
“Website” means the website located at the domain expresspros.com together with any and all sub-domains and affiliated websites thereof.
License. Subject to Licensee’s compliance with the terms and conditions of this Agreement and those provisions incorporated herein, Express
hereby grants Licensee a limited, non-exclusive, nonsublicenseable, nontransferable, revocable, royalty-free license to (i) access the Website
during the term of this Agreement solely for Licensee’s personal and non-commercial use; (ii) download, install and use the Application solely for
Licensee’s personal and non-commercial use on a single mobile device owned or otherwise controlled by Licensee; and (iii) access, stream, download and use
the Content solely for Licensee’s personal and non-commercial use and only as provided through the Website or Application (the “License”). Licensee grants Express and all Persons involved in the operation of the Web
Services the right to transmit, monitor, store, retrieve and use Licensee’s information in connection with the operation of the Web Services and to ensure
compliance with the terms of the Agreement.
Restrictions. Licensee shall not directly or indirectly: (a)
allow Third Parties to use or access the Web Services; (b) copy, use or access
the Web Services in any commercial or non-commercial application or service
except as provided in this Agreement; (c) sell, rent, lease, lend, license,
sublicense, distribute, or otherwise transfer Web Services content to any third
party; (d) decompile, disassemble, or reverse engineer the Web Services or its
content, in whole or in part; (e) write or develop or attempt to distribute any
derivative of or information based upon the Web Services; (f) without Express’s
prior written consent, provide, disclose, divulge, or make available to, or
permit use of the Web Services by any Third Party; (g) remove, delete, alter,
or obscure any trademarks or any copyright, trademark, patent or other
intellectual property or proprietary rights notices provided on the Web
Services; (h) use the Web Services in violation of any law, regulation or rule;
(i) remove, disable, circumvent, or otherwise create or implement any
workaround to any copy protection, rights management or security features in or
protecting the Web Services; (j) use the Web Services in, or in association
with, the design, construction, maintenance or operation of any hazardous environments
or systems; (k) use the Web Services for purposes of competitive analysis, the
development of a competing product or service or any other purpose that is to
Express’s commercial disadvantage; or (l) violate the Agreement.
Responsibility for Use of Web Services. Licensee is responsible and
liable for all Postings and uses of the Web Services through access to the Web
Services provided by Licensee, directly or indirectly, whether or not such
access or use is permitted by or in violation of this Agreement. Licensee
agrees that Authentication Information is personal to Licensee and constitutes
Confidential Information and further agrees not to provide any other Person
with access to the Web Services or portions of it. Licensee agrees to notify
Express immediately of any unauthorized access to or use of Authentication
Information or any other breach of security. Licensee also agrees to ensure to
exit from the Web Services at the end of each session of use of the Web
Services to mitigate the risk of unauthorized use, and to take precautions to
prevent theft or loss of Authentication Information.
Maintenance and Support. Express has no obligation to provide any
maintenance or support or any level of service with respect to the Web Services,
nor does Express make any representation, express or implied, with regard to
the quality or operability of the Web Services.
Intellectual Property. Licensee acknowledges and agrees that the
Web Services are provided under license, and not sold, to Licensee.
Express shall retain all entire right, title and interest in and to the
Web Services and information contained thereon, excluding the Postings, and,
except for the limited License granted herein, nothing herein shall be construed
as a license, assignment or other transfer of any such right, title and
interest to Licensee and Express is and shall be the sole and exclusive owner
of the Web Services and all improvements in, modifications to, and/or
derivative works thereof and the Confidential Information, together with all
Intellectual Property Rights therein, whether or not developed, conceived
and/or actually reduced to practice by Express solely or jointly with Licensee
or otherwise. To the extent Licensee acquires rights in or to any of the
foregoing, Licensee hereby grants, assigns and transfers to Express, without
the requirement of additional consideration, all right, title and interest
(whether past, present or future) in and to the same. By submitting
Postings, Licensee grants Express, our subsidiaries, affiliates, successors,
and assigns a perpetual, irrevocable, worldwide, royalty-free, fully-paid,
non-exclusive, and sub-licensable license to use, copy, display, distribute,
modify, adapt, publish, translate, publicly perform, and publicly display the
Postings (in whole or in part) and to incorporate the Postings into other works
in any format or medium now or later known, and to sublicense such rights
through multiple tiers of sublicenses
agrees to protect and safeguard the confidentiality of all Confidential
Information with at least the same degree of care as it would protect
Licensee’s own confidential information, but in no event with no less than a
reasonable degree of care. Licensee agrees not to use Confidential
Information in any manner to Express’s detriment, including without limitation,
to reverse engineer, disassemble, decompile or design around the same, and
further agrees not to disclose, or distribute, or publish, or copy, or
reproduce, or sell, or lend, or manipulate, or otherwise make use of
Confidential Information, except for the purpose of doing business with Express
or to exercise the limited License hereunder, and not to disclose any such
Confidential Information to any Third Party. Title 18, § 1833(b) of the United
States Code provides that “[a]n individual shall 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.” Nothing in this
Agreement is intended to conflict with 18 U.S.C. § 1833(b).
Term & Termination. This Agreement shall commence on the date
on which you download the Application, accept it via registration or access any
of the Web Services, whichever comes earliest,
and shall continue until the earlier of (i) Licensee’s notice to Express to
terminate this Agreement and cease use of the Web Services , which notice may be provided by using the Contact Us
(ii) the termination of Licensee’s agreement with Express regarding personnel services
provided to Licensee by Express; or (iii) Express terminates the Agreement,
with or without notice, which termination may be with or without cause.
In addition to the foregoing, Express may temporarily or permanently disable
access to any portion of the Web Services
for any or no reason, including, without limitation, an actual or threatened
breach of security. Nothing herein shall allow Licensee to retain any
copies of information or Content found from the Web Services
or images thereof. Sections 6, 7, 11, 12, 13 and 16 shall
survive termination of this Agreement.
Equitable Relief. Licensee agrees and acknowledges that any actual
or threatened breach of this Agreement by Licensee will cause injury to Express
for which money damages would be an inadequate remedy and that, in addition to
remedies at law, Express is entitled to equitable relief as a remedy for any such
breach without the necessity of posting bond.
Updates. Express may from time to time in its sole discretion
develop and provide Web Content updates, which may include upgrades, bug fixes,
patches, and other error corrections and/or new features (collectively,
including related documentation, “Updates”). Updates
may also modify or delete in their entirety certain features and functionality.
Licensee agrees that Express has no obligation to provide any Updates or to
continue to provide or enable any particular features or functionality. Based
on the settings of hardware or software through which Licensee uses the Web
Services, Licensee may automatically download and install all available Updates
or may receive notice of or be prompted to download and install available
Updates. Licensee agrees to promptly download and install all Updates and
acknowledges and agrees that the Web Services or portions thereof may not
properly operate should Licensee fail to do so. Licensee further agree that all
Updates will be deemed part of the Web Services and be subject to all terms and
conditions of this Agreement.
Disclaimer of Warranties. THE WEB SERVICES ARE PROVIDED TO YOU “AS
IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE
MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE RELEASED PARTIES EXPRESSLY
DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH
RESPECT TO THE WEB SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT,
AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE,
USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE RELEASED
PARTIES PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY
KIND THAT THE WEB SERVICES WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED
RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS
OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY
STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE
CORRECTED. LICENSEE FURTHER ACKNOWLEDGES AND AGREES THAT THE RELEASED
PARTIES SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT CREATED BY
LICENSEE OR POSTINGS.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE FOR ANY
DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL,
INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE, ARISING FROM OR RELATED TO YOUR USE
OF OR INABILITY TO USE THE WEB SERVICES. THE FOREGOING LIMITATIONS WILL
APPLY REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT, BREACH
OF WARRANTY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH DAMAGES WERE
FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification. Licensee agrees to indemnify, defend and hold
harmless the Released Parties from and against any and all losses, damages,
liabilities, deficiencies, claims, actions, judgments, settlements, interest,
awards, penalties, fines, costs, or expenses of whatever kind, including
attorneys’ fees, arising from or relating to Licensee’s actual or alleged (i)
use or misuse of the Web Services; (ii) Postings; or (iii) breach of any
provision in this Agreement.
Adherence to Law. Licensee agrees to comply with any and all laws,
codes, or regulations governing use of the Postings and Web Services, whether
in the United States or abroad. The Web Services may be subject to US
export control laws, including the US Export Administration Act and its
associated regulations. Licensee shall not, directly or indirectly,
export, re-export or release the Web Services to, or make the Web Services
accessible from, any jurisdiction or country to which export, re-export or
release is prohibited by law, rule or regulation. You shall comply with all
applicable federal laws, regulations and rules, and complete all required
undertakings (including obtaining any necessary export license or other
governmental approval), prior to exporting, re-exporting, releasing or
otherwise making the Web Services available outside the US.
Class Action Waiver.
Any proceedings to resolve or litigate any dispute regarding or arising under this
or the Web Services shall be conducted solely on an individual
basis and Licensee agrees not seek to have any dispute heard as a class action,
or in any other proceeding in which a party acts or proposes to act in a representative
A. This Agreement constitutes the entire understanding of the parties relating to
the subject matter herein, and revokes and supersedes all prior agreements
regarding the same. To the extent there is a conflict with the terms of
this End User License Agreement, the
Website Terms and Conditions
the following order of precedence applies: the express terms of the
Website Terms and Conditions
shall be deemed incorporated herein
by reference and the express terms of this End User License Agreement shall
govern in the event of any conflict with any such incorporated terms unless expressly
stated otherwise; and the express terms of the
Website Terms and Conditions
shall govern any conflict with the express terms of
B. This Agreement shall not be assignable or otherwise transferable by Licensee
without the prior written consent of Express, and any assignment or transfer
made in violation of this provision shall be void. Express may assign or
transfer this Agreement without Licensee’s consent. This Agreement shall be
construed without regard to any presumption or rule requiring construction or
interpretation against the party drafting an instrument or causing any
instrument to be drafted. The headings and captions of this Agreement
shall not be used to interpret or construe this Agreement. This Agreement
may not be modified or amended except by written agreement signed by the
parties hereto. This Agreement is divisible and separable. If any
provision of this Agreement is held to be or becomes invalid, illegal or
unenforceable, such provision or provisions shall be reformed to be as nearly
possible to the intent of the parties and the remainder of the Agreement shall
not be affected and shall remain valid and enforceable to the greatest extent
permitted by law. This Agreement shall be binding on and shall inure to
the benefit of the parties hereto, and their heirs, administrators, successors
and assigns. The controlling language of the Agreement is English.
If you have received a translation into another language, it has been provided
for your convenience only. The non-enforcement of any provision of this
Agreement shall not be construed to constitute a waiver of any breach of this
C. This Agreement does not constitute and shall not be construed as constituting a
partnership or joint venture between the parties or as making either party an
employee, agent or representative of the other. This Agreement shall be
deemed executed and delivered when Licensee either (i) downloads the
Application or (ii) clicks “I Agree” which shall have the same effect as
physical delivery of a signed origin