End User License Agreement

Thank you for selecting HRweb software ("the Software"). This license agreement ("End User License") is a contract between you and HRweb Software, LLC (HRweb Software, LLC or "us"). It sets forth the terms and conditions that apply to your use of the Software and associated services identified in Section 3 below ("Services"). Before you can use the Software, you must read and accept this End User License. If you do not accept this End User License, you will not be able to use the Software.

1. License Grant. HRweb Software, LLC grants you ("you" and "your" means you or the legal entity that you are authorized to represent and on whose behalf the Software is licensed) a personal, limited, non-exclusive, non-transferable license to use the Software solely to manage your company's Human Resources on the Internet. Except as expressly stated above, you are not licensed or permitted to do any of the following:

i. attempt to access any other HRweb Software, LLC systems, programs or data that are not made available for public use;

ii. copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from the HRweb site; or

iii. attempt any actions that would prevent the use of Software by the public.

1.1 Registration. You must register to use the Software and (a) provide true, accurate, current and complete information about yourself as prompted by the Software's registration form(s) (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any Registration Data that is untrue, inaccurate, not current or incomplete, or HRweb Software, LLC has reasonable grounds to suspect is untrue, inaccurate, not current or incomplete, HRweb Software, LLC may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Software (or any portion thereof). You are solely responsible and liable for the security of your Software and controlling any access or use thereof including, but not limited to, the designation of systems administrators and account passwords.

1.2 Subscription. The Software is licensed on a monthly or yearly subscription basis. Access to the Software will begin after we receive and process all the information requested, including your credit card or bank account information. You must have a valid credit card or a valid debit card with a Visa, MasterCard, American Express, or Discover logo ("Card") or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain the applicable Software. The information you provide must be accurate and complete. When you subscribe and provide payment information, your Card or bank account will be debited and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term ("Renewal Term") at the then current subscription rate to maintain access to the Software. You may notify us to cancel the Software prior to the beginning of each Renewal Term. Your rights to the Software subscription may be terminated by HRweb Software, LLC immediately and without notice if you fail to comply with any term or condition of this Agreement or if HRweb Software, LLC is unable to debit you’re Card in accordance with this Agreement.

2. Reservation of Rights and Ownership. HRweb Software, LLC reserves all rights not expressly granted to you in this End User License. The Software is protected by copyright, trade secret and other intellectual property laws. HRweb Software, LLC owns the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This End User License does not grant you any rights to trademarks or service marks of HRweb or HRweb Software, LLC. You shall not decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law.

3. Online Services and Third Party Services (together "Services"). In connection with your use of the Software, you may have access to online services provided by other institutions, other third parties or HRweb Software, LLC. Third Party Services may include services available to you in or from the Software, in which a third party is primarily responsible for making added functionality available to you. If you decide to use such Services, you are responsible for reviewing and understanding the terms and conditions governing any of these Services. Your participation in such Services indicates your acceptance of such terms and conditions. You agree that HRweb Software, LLC is not acting as your agent or fiduciary in connection with your use of the Software or any Services. You are responsible for providing, at your expense, any access to the Internet and any required equipment. Further, HRweb Software, LLC may at any time change or discontinue any aspect, availability or feature of the Software and Services. Your access to the Services may be limited from time to time, depending on the service provided by your internet service provider or other third party. You may be billed for the Services by your financial institution or other third party, not HRweb Software, LLC, and such other third party may have its own service agreement which will govern the Services it provides. You agree to be responsible for all telephone charges associated with your Internet and Service usage. You may be required to register with HRweb Software, LLC or a third party in order to use the Services. Your use of the Services may be subject to additional terms and conditions. All Services are subject to change.

4. Feedback. HRweb Software, LLC may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its online products and services ("Feedback"). You agree that HRweb Software, LLC may, in its sole discretion, use the Feedback you provide to HRweb Software, LLC in any way, including in future modifications of the Software, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant HRweb Software, LLC a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, modify, create derivative works from, distribute and display any information you provide to HRweb Software, LLC in the Feedback.

5. Login and Password Security. You are responsible for maintaining the confidentiality of your login(s) and password(s). You may provide access to users under your account up to the number that corresponds to the number of user licenses you purchased from HRweb Software, LLC. You are responsible for ensuring that users who have been granted access to your account comply with this End User License. You will be responsible for all electronic communications, including account registration and other account holder information, email, financial, and other data ("Electronic Communications") entered through or under your access login(s) and password(s). HRweb Software, LLC will act as though any Electronic Communications it receives under your login(s) and password(s) will have been sent by you. You agree immediately to notify HRweb Software, LLC if you become aware of any loss or theft or unauthorized use of any of your login(s) and/or password(s)

6. Software Use, Storage and Access. HRweb Software, LLC shall have the right to establish limits concerning use of the Software, including but not limited to (i) the amount of storage space you have on the Software at any time and (ii) the number of times (and the maximum duration for which) you may access the Software in a given period of time. You agree that HRweb Software, LLC has no responsibility or liability for the deletion or failure to store any messages and other communications or other data maintained or transmitted by the Software. As a condition of use for this Software, you agree that, in the event of an error with the Software, a HRweb Software, LLC technician shall be permitted to access your data as necessary to resolve the problem. HRweb Software, LLC shall have the right to change the limits at any time, in its sole discretion, with or without notice.

7. Consumer Information and Privacy. For details about HRweb Software, LLC privacy policies, please refer to the HRweb Software, LLC Privacy Policy, accessible via the Software home page. You agree to the terms and conditions of the HRweb Software, LLC Privacy Policy, as it may be amended from time to time, which is incorporated herein by reference.

8. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HRWEB SOFTWARE, LLC AND ITS AFFILIATES, LICENSORS, THIRD PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELLY "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE OR SERVICES, INCLUDING, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. HRWEB SOFTWARE, LLC DOES NOT WARRANT THAT SOFTWARE OR SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTIFY THEFT, THREAT OF HACKERS, OR OTHER PROGRAM LIMITATIONS. HRWEB SOFTWARE, LLC ATTEMPTS TO ENSURE THAT HRWEB ONLINE DATA IS SAFE AND SECURE BY EMPLOYING REASONABLE, INDUSTRY-RECOGNIZED SECURITY AND VIRUS SAFEGUARDS, AND CONDUCTING ROUTINE SYSTEM MAINTENANCE AND MONITORING. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OF SOFTWARE OR SERVICES, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT HRWEB SOFTWARE, LLC AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. HRWEB SOFTWARE, LLC EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS. All warranties or guarantees given or made by HRweb Software, LLC with respect to Software or the HRweb Software, LLC Services (1) are solely for the benefit of you as the registered user of the Software and are not transferable, and (2) shall be null and void if you breach any term or condition of this End User License.

9. Limitation of Liability. YOU AGREE THAT IN NO EVENT WILL HRWEB SOFTWARE, LLC BE LIABLE FOR ANY LOSS, COST, LIABLITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN ANY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF HRWEB SOFTWARE, LLC AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS END USER LICENSE SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE OR SERVICES, AS APPLICABLE TO HRWEB. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HRWEB SOFTWARE, LLC AND ITS SUPPLIERS ARE NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, RELATING TO LOSS OF BUSINESS, TELECOMMUNICATIONS FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, YOUR INABILITY TO ACCESS YOUR DATA FOR WHATEVER REASON, LOSS OF PROFITS OR INVESTMENT, GOODWILL, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF HRWEB SOFTWARE, LLC OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT DOES HRWEB SOFTWARE, LLC ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE OR SERVICES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HRWEB SOFTWARE, LLC AND YOU. HRWEB SOFTWARE, LLC WOULD NOT BE ABLE TO HAVE PROVIDED HRWEB OR THE SERVICES WITHOUT SUCH LIMITATIONS.

10. Consent to Conduct Business Electronically ("Consent").
a. Consent to Electronic Communications. HRweb Software, LLC may be required by law to send "Communications" to you that may pertain to the Software, the use of information you may submit to HRweb Software, LLC, and the Services you choose. Additionally, certain of the Third Party Services you choose, may require Communications with the third parties who administer these programs. You agree that HRweb Software, LLC, on behalf of itself and others who administer such Services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as www.HRweb.com or www.HRweb Software. You Consent to receive these Communications electronically. The term "Communications" means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and the Services.
b. Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically, and our agreement to do so, applies to this End User License, the Software and any applicable Services.
c. Hardware and Software Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, an Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the "I accept" button, you are confirming to us that you have the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.
d. Withdrawal of Consent. If you later decide that you do not want to receive future Communications electronically, write to us at HRweb Software, LLC, 447 3rd Ave. N., Suite 207, St. Petersburg FL 33701. Clearly state your desire to withdraw consent of electronic Communications. If you withdraw your consent to receive Communications electronically, we may terminate your use of one or more of the Services.
e. Changes to Your Email Address. You agree to notify us promptly of any change in your email address. You can do so by logging on to your HRweb account and submitting your new email address.
f. Printing. You may print this document by using your web browser’s print function.

11. Miscellaneous. This End User License (and any additional terms and conditions with which HRweb Software, LLC supplements this agreement) is a complete statement of the agreement between you and HRweb Software, LLC, and sets forth the entire liability of HRweb Software, LLC and its Suppliers and your exclusive remedy with respect to the Software and Services and their use. The Suppliers, agents, employees, distributors, and dealers of HRweb Software, LLC are not authorized to make modifications to this End User License, or to make any additional representations, commitments, or warranties binding on HRweb Software, LLC. Any waiver of the terms herein by HRweb Software, LLC must be in a writing signed by an authorized officer of HRweb Software, LLC and expressly referencing the applicable provisions of this End User License. HRweb Software, LLC shall be not be liable for any default or delay in the performance of its obligations under this End User License to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. If any provision of this End User License is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This End User License will be governed by Florida law as applied to agreements entered into and to be performed entirely within Florida, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Pinellas County, Florida. Headings are included for convenience only, and shall not be considered in interpreting this End User License. This End User License does not limit any rights that HRweb Software, LLC may have under trade secret, copyright, patent or other laws.

12. Termination and Amendment. Your rights under this End User License may be terminated or suspended by HRweb Software, LLC immediately and without notice if you fail to comply with any term or condition of this End User License or no longer consent to electronic Communications. Additionally, HRweb Software, LLC reserves the right to terminate inactive membership accounts and to delete all files and information related to your account. Upon termination you must immediately cease using the Software and Services. Any termination of this End User License shall not affect HRweb Software, LLC rights hereunder. HRweb Software, LLC shall have the right to change or add to the terms of its End User License at any time, (provided that it is not HRweb Software, LLC intent that such change substantially affect the license rights granted to you in Section 1 and for which consideration was paid by you) and to change, delete, discontinue, or impose conditions on any feature or aspect of Software and Services (including but not limited to internet based services, pricing, technical support options, and other product-related policies) upon notice by any means HRweb Software, LLC determines in its discretion to be reasonable, including posting information concerning any such change, addition, deletion, discontinuance or conditions in Software or on any HRweb Software, LLC sponsored web site, including but not limited to www.HRweb.com. Any use of the Software by you after HRweb Software, LLC publication of any such changes shall constitute your acceptance of this End User License as modified. Further, you agree that HRweb Software, LLC shall not be liable to you or any third-party for any termination of your access to the Software. You agree to defend, indemnify and hold HRweb Software, LLC harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of this Agreement, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of Service.

13. Questions & Contact Information Questions or comments about the Site may be directed to HRweb Software, LLC by email at support@hrwebsoftware.com or by mailing us at:

HRweb Software, LLC
Attn: Customer Service
2222 Sedwick Road
Durham, NC 27713