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GOALSPAN
TERMS AND CONDITIONS OF USE
THESE TERMS AND CONDITIONS OF USE ARE YOUR CONTRACT WITH GOALSPAN. PLEASE REVIEW CAREFULLY.
YOU ARE HEREBY AGREEING TO THESE TERMS AND CONDITIONS OF USE ("TERMS") BY (i)
ACCESSING AND/OR USING WWW.GOALSPAN.COM, (ii) USING ANY SERVICES
OFFERED BY GOALSPAN, INCLUDING, WITHOUT LIMITATION,
EMPLOYEE EVALAUTIONS AND SURVEYS ("SERVICES") OR, (iii) BY
ELECTRONICALLY CLICKING AN "I ACCEPT" BUTTON OR CHECKBOX IN THE REGISTRATION PAGES FOR THE SERVICES ON THIS WEBSITE.
GOALSPAN MAY AMEND OR REVISE THESE TERMS OF USE AT ANY TIME.
YOUR CONTINUED ACCESS AND USE OF WWW.GOALSPAN.COM AND/OR YOUR USE OF
THE SERVICES FOLLOWING THE POSTING OF ANY SUCH CHANGES WILL BE DEEMED YOUR ACCEPTANCE OF THE AMENDED OR REVISED TERMS.
1.) Description of Services. GoalSpan provides services relating to human capital management,
business management planning and consulting.
2.) Use of Services.
a.) Authorization. You hereby authorize GoalSpan to perform employee evaluations
and other human capital management services within your organization.
b.) Assumption of the Risk. You agree that your use of the Services is at your own risk.
Neither GoalSpan, nor any of its officer's, directors, shareholders, agents and/or employees
are responsible for your use of the Services and/or any damage caused to your business or otherwise,
whether resulting from the Services or otherwise. In furtherance hereof, you acknowledge that
GoalSpan is obligated to provide support, whether on-line or by telephone,
only during normal Pacific Standard Time working hours.
3.) Registration.
a.) Login and Security.
i.) In order to register for the Services, you must select
login names for each account user. Upon providing a login name for any account user, you agree that you are authorizing
such person to access and utilize your GoalSpan account. You may terminate any authorized persons access to
and/or use of your GoalSpan account by providing notice to info@goalspan.com. Such notice
will be effective upon written confirmation by GoalSpan, via email, of receipt.
ii.) You agree that you are solely responsible
for the activity of all persons you have authorized to access and utilize your GoalSpan account.
Strict confidentiality of all passwords, secret questions and login names is your sole responsibility.
iii.) You further agree not provide access
by (a) allowing others to use your account after you log in, whether intentionally or otherwise;
(b) creating an account for someone who is not authorized to perform the role or view the information
for which you have granted access; or (c) failing to revoke access for those who are no longer
authorized to access your account for any reason.
iv.) You agree to immediately notify
GoalSpan of any unauthorized access to or from your GoalSpan account.
b.) No Liability. You acknowledge and agree that GoalSpan
is not liable for any disruption or damages resulting from its use or access, or any third parties
use of or access, to your GoalSpan account(s), whether or not such access and/or
use is with or without your knowledge or consent.
4.) Payment Matters and Billing.
a.) Payment. You agree to make payment for the Services
annually, in advance. All annual subscriptions are non-refundable.
b.) Automatic Renewal. You agree that your subscription to the
Services will automatically renew at the end of each year of your subscription period at the then
current retail price for the Services and your subscription will continue thereafter until
such a time as you request, in writing, to terminate such Services, provided, however, that
all requests for termination following the initial year of your subscription must be
received by GoalSpan at least 15 days prior to the beginning of the next year in
order for your Services to be terminated with respect to the upcoming year.
c.) Change in Fees. GoalSpan may change it fees
and charges at any time following thirty (30) days notice to you from GoalSpan,
which notice may be sent to you, via e-mail.
d.) Limitation on Claims. All invoices from GoalSpan
to you will be considered final ninety (90) days from the date such invoice is delivered to you,
whether such delivery is by e-mail or otherwise. You agree not to make any claims related to
billing errors after such ninety (90) day period expires.
e.) Billing Information. You agree to immediately notify GoalSpan
of any changes related to your account with GoalSpan, including, without limitation,
changes in your billing address or applicable credit card or bank account used for billing purposes.
5.) Sales and Use Taxes. You shall be solely responsible for and agree to pay all sales
or use taxes, if any, related to the Services. In addition, you agree to pay all other local,
state or federal taxes arising out of your use of Services (excluding any income taxes of
GoalSpan), and upon request from GoalSpan, you agree to provide GoalSpan with written proof of such payment.
6.) Intellectual Property.
a.) Ownership and Use of Trademarks.
i.) GoalSpan owns the Services and all trademarks,
logos, service marks ("Marks") utilized in connection with the Services and/or displayed on this Website. Your use of
this Website and/or the Services does not confer upon you any right, title or interest in or to the Marks.
ii.) You agree to utilize the Marks only as provided
in these Terms. Furthermore, and without limitation of the foregoing, you agree that you will not use, reproduce or
display any Mark without GoalSpan's prior written consent, in each instance.
b.) Copyrights. This Website and its contents ("Content") are copyrighted
and such copyrights are owned by GoalSpan. You are permitted to view, print, and/or distribute the
Content in hard copy from this Website provided that (1) you use the Content for your personal or internal
business use only and not for any purpose contrary to GoalSpan's interests; (2) you do not copy,
use or place any Content on any network or other website for any purpose other than as contemplated by these
Terms; (3) you do not modify, alter, or create derivative works of, the Content; and (4) you include GoalSpan's
copyright notice on such Content as follows: Copyright 2008 GoalSpan, Inc., All Rights Reserved.
c.) No Rights. Except as expressly provided herein, nothing included
in this Website or the Services is intended, nor shall be construed, to confer in or upon you any rights
in, to or under any Content, Mark, copyright, or patent.
7.) NO WARRANTY.
a.) THE SERVICES ARE PROVIDED BY GOALSPAN ON AN "AS IS, AS AVAILABLE" BASIS
WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. IN FURTHERANCE OF THE FOREGOING AND WITHOUT LIMITATION, GOALSPAN
DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR ARISING BY CUSTOM AND USAGE, INCLUDING,
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
IN CONNECTION WITH THE SERVICES.
b.) ADDITIONALLY, GOALSPAN MAKES NO REPRESENTATION OR WARRANTY THAT THE
SERVICES WILL ALWAYS BE AVAILABLE AND/OR WITHOUT INTERRUPTION, THAT THE SERVICES WILL BE ERROR FREE, THAT THE
SERVICES WILL BE ARE FREE FROM VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL MEET YOUR
REQUIREMENTS.
8.) Limitation of Liability.
a.) YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS WEBSITE, THE
SERVICES AND THE INTERNET GENERALLY.
c.) YOU AGREE THAT GOALSPAN SHALL HAVE ABSOLUTELY NO LIABILITY TO
YOU OR ANY THIRD PARTIES FOR ANY INTERRUPTIONS, DELAYS, FAILURES TO PERFORM, DAMAGES, OR ANY CONSEQUENCE
THEREOF CAUSED OR OCCASIONED BY THE SERVICES.
d.) YOU EXPRESSLY AGREE THAT GOALSPAN SHALL HAVE NO LIABILITY OR
OBLIGATION WHATSOEVER TO YOU OR ANY THIRD PARTY, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE),
WARRANTY, OR OTHERWISE, FOR ANY LOSS OF REVENUE, PROFIT, DATA, USE OF MONEY, USE OF TIME, OR FOR ANY
INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES, FORESEEN, FORESEEABLE, UNFORESEEABLE,
OR OTHERWISE, ARISING FROM THE SERVICES. THIS LIMITATION APPLIES TO ALL CLAIMS OR CAUSES OF ACTION,
INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM THE AVAILABILITY OF THE SERVICES, YOUR ACCESS AND
USE OF THIRD PARTY SERVICES, CONTENT OR SOFTWARE, OR ANY OTHER MATTER RELATING TO THE SERVICES, BUT
NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT
LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS ARISING OUT OF GOALSPAN'S
SERVICES PROVIDED HERE UNDER.
e.) YOU AGREE THAT GOALSPAN'S LIABILITY FOR ALL CAUSES OF ACTIONS
RELATING TO THESE TERMS AND/OR THE SERVICES SHALL BE LIMITED TO AND SHALL NOT EXCEED THE TOTAL AMOUNT OF
MONIES PAID BY YOU TO GOALSPAN IN THE 12 MONTHS PRECEDING THE PROPER SERVICE OF THE CAUSE OF ACTION.
9.) Indemnity.
a.) Your Indemnity. You agree to indemnify, hold harmless,
and defend GoalSpan, its officers, directors, shareholders, employers, agents, suppliers,
licensors, and other related parties from and against all claims, demand, actions, losses, obligations,
liabilities, damages, costs and expenses (including attorney's fees) ("Claims") resulting from, related
to or arising from (i) your breach of these Terms, (ii) your GoalSpan account, and/or (iii) the Services.
b.) No Indemnity by GoalSpan. GoalSpan
does NOT indemnify you against any Claims made against you by others as a result of your use of the Services or otherwise.
10.) Modification Services. GoalSpan also reserves the right to modify, discontinue or
suspend the Services at any time, without notice. Any new or modified features of the Services are subject to these Terms.
11.) Breach/Remedies.
a.) Definition of Breach. You will be in breach of these Terms if you (i) fail
to make payment to GoalSpan of any amount owing GoalSpan when due, (ii) fail to comply with any
provision of these Terms, and/or (iii) make any representation that is or becomes inaccurate or untrue.
b.) Remedies. In the event of your breach, GoalSpan may immediately,
and without waiver of any rights and remedies available to it under law or equity, (i) terminate all or any part
of the Services, and/or (ii) take any other lawful action GoalSpan deems appropriate, in its sole
discretion, to enforce your obligations to GoalSpan.
c.) Termination or Suspension of Services. Notwithstanding anything contained
in these Terms to the contrary or otherwise, GoalSpan reserves the right to discontinue or suspend the
Services and/or your GoalSpan account at any time, with or without cause and with or without prior notice.
Upon any such suspension or termination, you will be responsible for payment of current charges up to and including
the day of termination.
12.) Links to Third Party Sites. This Website may contain links to third-party sites. You acknowledge and agree that GoalSpan is not responsible or liable for the content, information, services, or products of any such third-party sites, and that links to a third-party site do not constitute endorsement of all or any portion of that site by GoalSpan. You further agree to and hereby do expressly assume all risk of accessing any and all third-party sites.
13.) Term and Termination. These Terms, as may be amended, shall remain in effect for as long as you subscribe to, renew, or use the Services. You agree that these Terms can only be terminated by you once you have stopped using the Services and have paid all monies owed to GoalSpan. You agree that GoalSpan can terminate these Terms at any time for any reason, with or without cause. Your account will automatically renew on a yearly basis, unless either you or GoalSpan terminates the account in advance of the annual renewal date for the your account.
14.) Confidentiality. You will, by using the services or by contact with GoalSpan,
come into contact with confidential information of GoalSpan, including, but not limited to, trade secrets,
methods, details about the Services or other products offered by GoalSpan, and
business or marketing plans ("Confidential Information"). The Confidential Information is owned solely by
GoalSpan and is considered to be proprietary and confidential. You agree to hold the Confidential
Information in strict confidence and take reasonable measures to keep it secure. Your agreements contained
in this Paragraph 14 shall survive the termination your account, your use of the Services, and/or the expiration of these Terms.
15.) Privacy. Our Privacy Policy, also on this Website, describes our privacy policies and practices. By agreeing to these Terms, you also agree to comply with the provisions of the Privacy Policy.
16.) Miscellaneous Provisions.
a.) Entire Agreement. These Terms, including all information incorporated herein by reference, sets forth all (and is intended by all parties to be an integration of all) of the representations, promises, agreements and understandings among you and GoalSpan, and supersedes any and all prior or contemporaneous oral or written communications and/or agreements between you and GoalSpan, all of which are merged herein.
b.) Burden and Benefit. These Terms are binding upon each of our respective heirs, devisees, executors, personal representatives, administrators, successors and assigns .
c.) Descriptive Headings. The headings of the articles and sections of these Terms are inserted for convenience only and shall not be deemed to be a part of these Terms.
d.) Modifications and Amendments. No amendment, change or modification of these Terms shall be valid unless posted on this Website by GoalSpan or otherwise agreed to in writing and signed by both GoalSpan and you.
e.) Waiver. No waiver of any provision of these Terms and/or your rights or obligations shall be effective, except pursuant to a written instrument signed by GoalSpan and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
f.) Governing Law. This Agreement shall be governed by, and interpreted in accordance with the laws of the State of California.
g.) Arbitration. We each agree to submit any dispute concerning the Terms and/or the Services to final and binding arbitration in Los Angeles pursuant to the commercial rules of the American Arbitration Association. At the request of any party, the arbitrators, attorneys, parties to the arbitration, witnesses, experts, court reporters or other persons present at the arbitration shall agree in writing to maintain the strict confidentiality of the arbitration proceedings. Arbitration shall be conducted by a single, neutral arbitrator or, at the election of any party, three neutral arbitrators, appointed in accordance with the commercial rules of the American Arbitration Association. The award of the arbitrator shall be enforceable according to the applicable provisions of the California Code of Civil Procedure. The arbitrator may award damages and/or permanent injunctive relief. Notwithstanding the foregoing, a party may apply to a court of competent jurisdiction for relief in the form of a temporary restraining order and/or preliminary injunction pending final determination of a claim through arbitration in accordance with this Section.
i.) Waiver of Jury Trial. You hereby waive your right to a jury trial of any claim or cause of action based on or arising out of these Terms and/or the Services. You acknowledge that this waiver is a material inducement to GoalSpan to establish your account and provide the Services to you and that GoalSpan will continue to rely on this waiver in its future dealings with you.
j.) Severability. If any provision of these Terms is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from these Terms and the remainder of these Terms will be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.
k.) Governing Law. These Terms are to be governed and construed in accordance with the laws of the State of California, without regard for principles of conflicts of laws.
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