Terms of Service Agreement

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This agreement between you or the entity that you represent (hereinafter “Customer”, “you”) and Avidia Software, LLC (hereinafter “Company”, “We”) governing your use of Company Services.

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Description of Service

Company provides an array of cloud services for HR Management Software ("Service" or "Services").  You may only use the Services for your company business use or for internal business purpose in the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to reliable Internet and the equipment necessary to use the Services.

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Term and Termination

This Agreement will remain in effect until all subscriptions granted in accordance with this Agreement have expired or this Agreement is terminated by Company (the “Term”). If you elect to use the Service for a free trial period, and do not purchase a subscription before the end of such period, this Agreement will expire at the end of the free trial period.

The Effective Date of this Agreement is the start date specified upon payment and continue for the subscription term selected at the time of payment.

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You are solely responsible for the proper cancellation of your account. You may cancel your account without cause at any time in writing or by emailing us at support@avidiasoft.com.

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Company may terminate this Agreement at any time in the event Customer materially breaches this Agreement and do not cure such breach within 30 days of written notice (including notice by email) provided by Company.

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In the case of your nonpayment company reserves the rights to suspend your access to the Service upon any such nonpayment and may terminate this Agreement, if such breach is not remedied within 30 days of notice by Company to you.

Company may terminate your access to the Service immediately if it determines that you are in violation of the Terms or this Agreement during any period of Service or in the in the event of any suspected illegal activity. 

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In the event your account is terminated, other than for your nonpayment or violation of Terms, you will continue to have the ability to download the information you entered into the Service for 30 days after the effective date of termination.

 

Modification of this Agreement

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We may modify the Terms upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be provided with at least 30-day advance notice of the changes by email to your primary email address.

 

Usage Rights and Restrictions

Company grants you a limited, non-transferable, non-sub licensable, non-exclusive right to access and use the Services and all modifications and/or enhancements to any of the foregoing (“Software”) via a web browser or other device owned or controlled by you for your internal business use for the duration of the Term. Nothing in this Agreement obligates Company to deliver or make available any copies of computer programs or code from the Software to you, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to:

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Use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by Company;

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Use the Service for any fraudulent or inappropriate purpose;

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Attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;

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Attempt to duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of Company;

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Use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the Documentation; or

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Rent, lease, distribute, or resell the Software, or use the Software for developing a competitive solution (or contract with a third party to do so)

Services Support

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For the duration of the Term, Company shall: (i) provide you with basic support in connection with your use of the Service at no additional charge, and with upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime or (b) any unavailability caused by circumstances beyond company’s reasonable control, and (iii) provide the Service only in accordance with Applicable Law.

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Security and Confidentiality of Data

Company shall maintain commercially reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of your Data.

Company shall not (a) disclose your Data except as compelled by Applicable Law or as you expressly authorize in writing, or (b) access your Data except to provide the Service and prevent or address service or technical problems, or at your request in connection with customer support matters.

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Organization Accounts and Administrators

When you sign up for an account for your organization you may specify one or more account administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account.

You are responsible for i) ensuring confidentiality of your organization account password, ii) appointing competent individuals as administrators for managing your organization account, and iii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You acknowledge that Company is not responsible for account administration and internal management of the Services for you.  You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts.

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Fees and Payments  

The Services are available under subscription plans of various durations.  Company will provide Customer with a pricing quote.  Your subscription will be automatically renewed at the end of each subscription period.  If you do not wish to renew the subscription, you must inform us at least 30 days prior to the renewal date. If you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized us to extend and charge you the subscription and Services.

From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge.  Any increase in charges will not apply until the expiry of your then current billing cycle.

All fees are exclusive of all taxes or duties imposed by governing authorities.

 

Intellectual Property Rights

Company owns and shall retain all right, title and interest in and to (a) the Software and the Service, including all intellectual property rights, and (b) transactional and performance data related to your use of the Service. Company may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization and product marketing) provided that such use does not reveal your identity, any of your confidential information or any personally identifiable information that belongs to you.

Customer retain all right, title and ownership interest to your Data. Company has no right, title or interest in any personally identifiable information related to your Data.

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You may provide Company with Services Feedback “Feedback”, Company may use and include any such Feedback to improve the Services or for any other purpose. Customer agree that Company shall own all such Feedback and Company and its affiliates, licensees, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to Company.

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Company owns the right, tittle, and interest to any custom documents, designs, computer programs, computer documentation and other tangible materials (“Deliverables”) produced by Company at the request of Customer.  Company grants to you a limited, non-transferable, non-sub-licensable, non-exclusive license for you to use such Deliverables for your internal use during the Term.

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Marketing

During the Term, Company may disclose your name as a customer of Company and/or subscriber of the Service, and you hereby grant Company the right to display your name and logo in its print and digital marketing materials.  

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Disclaimer of Warranties

You expressly understand and agree that the use of the Services is at your sole risk. the Services are provided on an as-is-and-as-available basis. Company expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Company makes no warranty that the services will be uninterrupted, timely, secure, or error free. use of any material downloaded or obtained through the use of the services shall be at your own discretion and risk and you will be solely responsible for any damage to your computer system, mobile telephone, wireless device or data that results from the use of the services or the download of any such material. no advice or information, whether written or oral, obtained by you from Company, its employees or representatives shall create any warranty not expressly stated in the terms.

 

Indemnification

Customer agrees to indemnify and hold harmless Company, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by Company.

Spamming and Illegal Activities

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You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of "junk mail", "spam", "chain letters", “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.

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The Entire Agreement

This Agreement encompass the entire agreement between Customer and Company with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. This Agreement may only be altered, amended or modified by an instrument executed by both parties.

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End of terms of service

If you have any questions or concerns regarding this Agreement, please contact us.

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