ReallyEasyHR Logo license-agreement

Standard Terms and Conditions

Effective: November 15, 2006, as amended on September 27, 2007 and January 15, 2010.

This is an agreement ("Agreement") between OpusKC, LLC ("ReallyEasyHR"), and any person or entity ("User") who purchases, downloads, accesses, views or otherwise uses any ReallyEasyHR training materials, content or software (collectively, "Software") or purchases, registers an account for or uses any of ReallyEasyHR online services, including, without limitation, ReallyEasyHR (collectively, "Online Services"). References to Software and Online Services, as used herein, include any and all accompanying and supporting software, services, whether or not provided online, content, and documentation. ReallyEasyHR and User are collectively referred to as the "parties."

1. Product Terms

a. Description. The Software and Online Services are confidential and proprietary to ReallyEasyHR and are protected by intellectual property laws and international intellectual property treaties. User’s access to the Software and/or Online Services is licensed and not sold. ReallyEasyHR hereby reserves all rights not expressly granted to User, including, but not limited to, the right to alter, modify, update, enhance, improve or create derivative or collective works incorporating the Software and Online Services.

b. Software. Upon payment of any applicable fees or charges, ReallyEasyHR grants User a limited, nonexclusive, nontransferable, revocable license to use the Software subject to the terms and restrictions set forth in this Agreement. User is not permitted to use or transfer the Software in any manner not expressly authorized by this Agreement or applicable law. As between User and ReallyEasyHR, User acknowledges that all ownership of the Software belongs to ReallyEasyHR. User may use the licensed Software on any computers owned by User or User’s employees, provided that neither User nor User’s employees may copy, sell, license or otherwise transfer the Software to any other user(s).

c. Online Services. Upon payment of any applicable fees or charges, ReallyEasyHR agrees to provide User with a non-exclusive, non-transferable account enabling User to access and use the Online Services for User’s internal business needs only (and not for service bureau, time-sharing, or similar services) and subject to the terms and restrictions set forth in this Agreement. Users of Online Services are solely limited to employees of User or its wholly-owned affiliated entities.

d. Accessibility of the Online Services. User understands and agrees that from time to time the Online Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which ReallyEasyHR may undertake from time to time; or (iii) causes beyond the control of ReallyEasyHR or which are not foreseeable by ReallyEasyHR.

e. Equipment. User shall be solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for User’s use of the Software and/or the Online Services as may be specified by ReallyEasyHR from time to time, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, and programs and services required to access and use the Software and/or the Online Services.

f. Reverse Engineering. Modification, reverse engineering, reverse compiling, or disassembly of the Software or the Online Services is expressly prohibited.

2. Limitations

a. Security. User shall be solely responsible for the security, confidentiality and integrity of all information that User receives, transmits through or stores on the Online Services. User shall be solely responsible for any authorized or unauthorized access and use of User’s account by any person. User has the affirmative responsibility to monitor and control access to User’s account information. If at any time User learns or suspects that User’s account information has been disclosed or otherwise made known to any person other than User, User agrees to immediately notify ReallyEasyHR. User agrees to bear all responsibility for the confidentiality of User’s passwords and all use or charges incurred from use of the Online Services through User’s account(s).

b. Privacy Policy. In an effort to address User’s privacy concerns, ReallyEasyHR has instituted the following privacy policy, located at http://www.reallyeasyhr.com/privacy-policy/ (the "Privacy Policy"), which is incorporated herein by this reference. ReallyEasyHR reserves the right to change the Privacy Policy as set forth therein. User acknowledges that it has read and understands the Privacy Policy and that User has the obligation to periodically review the Privacy Policy from time to time. In the event any provisions contained in this Agreement conflict with any terms, conditions or clauses contained in the Privacy Policy, the provisions of the Privacy Policy shall govern.

3. Intellectual Property

a. ReallyEasyHR Intellectual Property. The intellectual property utilized in providing the Software and the Online Services is the valuable, confidential and copyrighted property of ReallyEasyHR. User may use the Software and/or the Online Services as permitted herein and may not otherwise modify, adapt, translate, or create derivative works based on the Software and/or Online Services without the prior written consent of ReallyEasyHR. As between the parties, ReallyEasyHR owns all right, title, and interest in and to the Software and Online Services, including without limitation, all ancillary and interface software, all current and future enhancements, revisions, new releases and updates thereof and any derivative works based thereon and all documentation thereto, all copyrights, trademarks, trade secrets, patents and goodwill therein, and all images, photographs, illustrations, graphics, audio and video therein. As between the parties, ReallyEasyHR shall retain all rights in any records or test results generated, viewed or sent by User using the Online Services. "ReallyEasyHR" and the "ReallyEasyHR" logo are service marks of ReallyEasyHR. All other trademarks, service marks and logos used on the website or through the Software and Online Services are the trademarks, service marks or logos of their respective owners.

b. User Data. The Online Services may allow Users to upload data selected by the applicable User (the "User Data") into the Online Services. Because User Data is selected and uploaded solely by Users, ReallyEasyHR does not control such User Data. In connection with the User Data, User affirms, represents and warrants that User owns or has the necessary licenses, rights, consents and permissions to use and authorize ReallyEasyHR to use all User Data and to enable inclusion and use of the User Data in the manner contemplated hereunder. User retains all ownership rights in the User Data. By uploading User Data to the Online Services, User hereby grants ReallyEasyHR a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, modify, edit, adapt, publish, translate, incorporate, prepare derivative and collective works utilizing, display and perform the User Data for purposes of providing the Online Services under this Agreement. Additionally, User grants to ReallyEasyHR a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicenseable and transferable license to use, reproduce, adapt, perform, compile, display, incorporate, modify and create derivative and collective works utilizing User Data in a de-identified format for the improvement of the Online Services and ReallyEasyHR’ other products and services (as may exist now or in the future) and for such other lawful purposes as ReallyEasyHR sees fit. For the avoidance of doubt, ReallyEasyHR will compile and present such User Data in such a manner that data cannot reasonably uniquely identify, either explicitly or implicitly User or any individual in the event it uses User Data in such a manner.

c. Inaccurate User Data. All User Data originates from Users, and as such, is beyond the control of ReallyEasyHR. ReallyEasyHR neither initiates the uploading of such User Data nor monitors the specific content or accuracy of the User Data being uploaded. Without limiting the generality of any other provision of this Agreement, ReallyEasyHR shall have no responsibility for or liability related to the accuracy, content, currency, completeness or delivery of the User Data provided by any User. User is responsible for the accuracy, content, currency, completeness and delivery of the User Data uploaded by such User, and User warrants that the User Data posted by User is accurate, current and complete.

4. Payment and Fees

a. Payment. Upon ordering or downloading the Software, User shall pay to ReallyEasyHR for use of the Software the purchase price, if applicable, as set forth in the "Shopping Cart" located on the ReallyEasyHR web site or other applicable order form agreed to by the parties. User shall pay to ReallyEasyHR for use of the Online Services the monthly or annual subscription fee as set forth in the "Shopping Cart" located on the ReallyEasyHR web site or other applicable order form agreed to by the parties, the first payment due and payable upon ordering of the Online Services and each successive payment due and payable on or prior to the date of the monthly or annual anniversary, as the case may be, of User’s ordering of the Online Services (collectively, "Fees"). ReallyEasyHR expressly reserves the right to change the Fees at any time, upon notice to User or by posting such change in Fees on ReallyEasyHR’ web site or advertising materials.

b. Collection and Taxes. All Fees, Taxes, purchase prices, and other charges under this Agreement shall be billed to User’s credit or debit card, ACH or other payment method by ReallyEasyHR or its third party service provider, if any, at the current international currency conversion rate. User shall be responsible for and shall pay ReallyEasyHR all currency conversion charges, sales, use, value-added, personal property or other tax, duty or levy of any kind, including interest and penalties thereon ("Taxes"), whether imposed now or hereinafter by any governmental entity. User shall promptly pay ReallyEasyHR in the event of any refusal of User’s credit or debit card issuer or other payment provider or institution to pay any amount to ReallyEasyHR for any reason. User agrees to pay interest at the rate equal to the lesser of 1.5% per month, or the maximum rate allowed by applicable law, on any outstanding balance, together with costs of collection, including attorneys’ fees and costs. In the event User fails to pay any amount when due, ReallyEasyHR may immediately suspend or terminate this Agreement and User’s access to the Online Services.

5. User Representations

User represents and warrants to ReallyEasyHR that: (a) User is over the age of eighteen (18) and has the power and authority to enter into and perform User’s obligations under this Agreement; (b) all information provided by User to ReallyEasyHR is truthful, accurate and complete; (c) User is an authorized signatory of the credit or debit card, ACH account or other payment method, if any, provided to ReallyEasyHR to pay the Fees, Taxes, purchase prices, and other charges; (d) User shall comply with all terms and conditions of this Agreement, including, without limitation, the provisions set forth in Section 6; (e) User has provided and will maintain accurate and complete registration information with ReallyEasyHR, including, without limitation, User’s legal name, address and telephone number; (f) User’s access to and/or use of the Software and/or the Online Services does not and will not constitute a breach or violation of any other agreement, contract, terms of use, or similar policy or understanding to which User is or may be subject; (g) User will not use the Software or Online Services to violate any statute, law, rule or regulation, to violate any agreement between ReallyEasyHR and User or to otherwise violate the legal rights of ReallyEasyHR or any third person; (h) User will not access or use the Software or Online Services in order to gain competitive intelligence about ReallyEasyHR, the Software, the Online Services or any product or service offered by ReallyEasyHR or to otherwise compete with ReallyEasyHR; and (i) User is in fact an authorized representative of the entity on behalf of which User purports to act.

6. Prohibited Uses

User is solely responsible for any and all acts and omissions that occur under User’s account or password, and User agrees not to engage in unacceptable use of the Software and/or the Online Services, which includes, without limitation, use of the Software and/or the Online Services to: (a)  disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (b) disseminate, store or transmit files, graphics, software or other material that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property rights of any person; (c) interfere, disrupt or attempt to gain unauthorized access to other accounts on the Online Services or any other computer network; (d) disseminate, store or transmit viruses, trojan horses or any other malicious code or program; (e) violate any statute, law, rule or regulation or otherwise violate the legal rights of a third person; or (f) engage in any other activity deemed by the ReallyEasyHR to be in conflict with the spirit or intent of this Agreement.

7. Termination

a. General Termination of Online Services. This Agreement is effective upon User’s acceptance as set forth herein and shall continue in full force until terminated. User may terminate this Agreement for any reason upon thirty (30) days prior notice to ReallyEasyHR. This Agreement will terminate automatically without notice from ReallyEasyHR if User fails to comply with any provision of this Agreement. Upon termination, User shall terminate use of the Online Services. Except as expressly granted under a provision of this Agreement, User shall not be entitled to any refund on any portion of any Fees or other charges paid in connection with this Agreement.

b. Additional Methods of Termination of Online Services. ReallyEasyHR reserves the right, in its sole discretion and at any time and for any or no reason, to terminate the terms of this Agreement as to the Online Services upon thirty (30) days notice to User. If ReallyEasyHR terminates this Agreement pursuant to this subsection b of Section 7, ReallyEasyHR shall refund a pro rata portion of the Fees paid by User upon effectiveness of the termination.

c. General Termination of Software. This Agreement is effective upon User’s acceptance as set forth herein and shall continue in full force until terminated. User may terminate this Agreement at any time as to the Software by providing notice to ReallyEasyHR and discontinuing use of the Software. This Agreement will terminate automatically without notice from ReallyEasyHR if User fails to comply with any provision of this Agreement. Upon termination, User shall terminate use of the Software and destroy any copies of the Software in User’s possession. Except as expressly granted under a provision of this Agreement, User shall not be entitled to any refund on any portion of any Fees or other charges paid in connection with this Agreement.

d. Additional Methods of Termination of Software. In the event that Software is provided to User at no fee (e.g., User downloads Software at no fee from an authorized reseller or distributor of ReallyEasyHR), ReallyEasyHR reserves the right, in its sole discretion and at any time and for any or no reason, to terminate this Agreement and User’s right to use the Software upon thirty (30) days notice to User. Upon termination, User shall terminate use of the Software and destroy any copies of the Software in User’s possession.

e. User Data. If requested within thirty (30) days after the effective date of termination of this Agreement, ReallyEasyHR will make available to User for download a file of the User Data [in comma separated value (.csv) format]. After such thirty day period, ReallyEasyHR shall have no obligation to maintain or provide any User Data and may thereafter, unless legally prohibited, delete all User Data in its systems or otherwise in its possession or under its control.

8. Disclaimer of Warranties

THE SOFTWARE AND/OR THE ONLINE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SOFTWARE AND/OR THE ONLINE SERVICES ARE AT USER’S SOLE RISK. ReallyEasyHR DOES NOT WARRANT THAT USER’S USE OF THE SOFTWARE AND/OR THE ONLINE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES ReallyEasyHR MAKE ANY WARRANTY AS TO THE ACCURACY OF ANY CONTENT OR AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SOFTWARE AND/OR THE ONLINE SERVICES. ReallyEasyHR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR APPLICATION, ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING, TITLE, NON-INFRINGEMENT OR TIMELINESS, IN RELATION TO THE SOFTWARE AND/OR THE ONLINE SERVICES. USER IS SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN IN RELIANCE ON THE SOFTWARE AND/OR THE ONLINE SERVICES OR ANY INFORMATION OR CONTENT THEREIN, INCLUDING, WITHOUT LIMITATION, INACCURATE OR INCOMPLETE INFORMATION. ReallyEasyHR IS NOT A BACKUP SERVICE FOR STORING USER DATA, AND ReallyEasyHR SHALL HAVE NO LIABILITY REGARDING ANY LOSS OF USER DATA. USERS ARE SOLELY RESPONSIBLE FOR CREATING BACKUPS OF ANY USER DATA UPLOADED USING THE ONLINE SERVICES.

WHILE ReallyEasyHR USES COMMERCIALLY REASONABLE EFFORTS TO UPDATE THE ONLINE SERVICES IN ACCORDANCE WITH CONTINUALLY CHANGING LAWS, CODES, STANDARDS, REQUIREMENTS AND REGULATIONS (COLLECTIVELY, "LAWS"), INFORMATION AND FORMS, USER MUST ALWAYS EXAMINE THE MOST CURRENT LAWS, INFORMATION AND FORMS TO ENSURE THAT USER IS IN FULL COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMERS, ReallyEasyHR DOES NOT WARRANT THAT USE OF THE ONLINE SERVICES WILL RESULT IN USER’S COMPLIANCE WITH ANY APPLICABLE LAWS, AND USER UNDERSTANDS AND ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR ENSURING ITS COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS. BY PROVIDING THE ONLINE SERVICES, ReallyEasyHR IS NOT PROVIDING USER WITH LEGAL ADVICE.

NOTWITHSTANDING THE FOREGOING, ReallyEasyHR WARRANTS THAT ANY MEDIA (E.G., CD-ROM OR DVD) PROVIDED TO USER BY ReallyEasyHR ON WHICH THE SOFTWARE IS LOCATED WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF ONE (1) YEAR FROM THE DATE OF RECEIPT. USER’S SOLE REMEDY UNDER THIS LIMITED WARRANTY IS REPLACEMENT OF THE DEFECTIVE MEDIA BY ReallyEasyHR.

9. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL ReallyEasyHR OR ANY OF ITS AFFILIATES, SUBSIDIARIES OR AUTHORIZED RESELLERS, DISTRIBUTORS OR AGENTS BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SOFTWARE, THE ONLINE SERVICES OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, USER’S USE OR INABILITY TO USE THE SOFTWARE AND/OR THE ONLINE SERVICES, ANY CHANGES TO OR INACCESSIBILITY OF THE SOFTWARE AND/OR THE ONLINE SERVICES, ANY INACCURACY OR INCOMPLETENESS OF THE CONTENT OR INFORMATION CONTAINED IN THE SOFTWARE AND/OR ONLINE SERVICES, ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE ONLINE SERVICES OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE ONLINE SERVICES, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, NEGLIGENCE OR OTHERWISE. IN NO EVENT SHALL ReallyEasyHR’ OR ANY OF ITS AFFILIATES, SUBSIDIARIES OR AUTHORIZED RESELLERS, DISTRIBUTORS OR AGENTS’ TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL PURCHASE PRICE AND/OR FEES PAID, IF ANY, BY USER TO ReallyEasyHR HEREUNDER. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO USER. IF USER IS DISSATISFIED WITH THE SOFTWARE AND/OR THE ONLINE SERVICES, USER’S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR USER TO DISCONTINUE USE OF THE SOFTWARE AND/OR THE ONLINE SERVICES AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.

ReallyEasyHR IS NOT AN INSURER WITH REGARD TO PERFORMANCE OF THE SOFTWARE AND/OR THE ONLINE SERVICES. THE DISCLAIMER OF WARRANTIES AND THE LIMITATION OF LIABILITY AND REMEDY ARE A REFLECTION OF THE RISKS ASSUMED BY THE PARTIES IN ORDER FOR USER TO OBTAIN THE RIGHTS TO USE THE SOFTWARE AND/OR THE ONLINE SERVICES AT THE SPECIFIED PRICE, IF ANY. USER AGREES TO ASSUME THE RISK FOR: (i) ALL LIABILITIES DISCLAIMED BY ReallyEasyHR CONTAINED HEREIN; AND (ii) ALL ALLEGED DAMAGES IN EXCESS OF THE AMOUNT, IF ANY, OF THE LIMITED REMEDY PROVIDED HEREUNDER.

10. Indemnification

User agrees to indemnify, hold harmless and defend ReallyEasyHR, its authorized resellers, distributors and agents, any affiliates or subsidiaries of the foregoing and any members, officers, employees and agents of the foregoing, from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person or entity, arising out of or relating to: (a) this Agreement; (b) User’s use of the Software and/or the Online Services, including any data or work transmitted or received by User; and (c) any unacceptable use of the Software and/or the Online Services by User or through User’s account, including, without limitation, any statement, data or content made, transmitted or republished by User which is prohibited as unacceptable under Section 6 of this Agreement.

11. Miscellaneous

Independent Contractors. The parties and their respective personnel, are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

Amendment. ReallyEasyHR shall have the right, at any time, to add to or modify the terms of this Agreement concerning the use of the Online Services, simply by delivering such amended terms to User by email at the address provided to ReallyEasyHR by User or by posting such amended terms on ReallyEasyHR’ web site. User’s access to or use of the Online Services after the date such amended terms are delivered to User shall be deemed to constitute acceptance of such amended terms. User acknowledges that User has a responsibility to periodically review this Agreement for updates, modifications, and amendments that govern User’s use of the Online Services.

Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.

Severability. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision will be enforced to the maximum extent possible and the other provisions will remain fully effective and enforceable.

Notice. Unless otherwise provided in this Agreement, all notices shall be in writing and shall be deemed to be delivered when sent by first-class mail, postage prepaid, or when sent by facsimile or email to either party’s last known post office, facsimile or email address, respectively. User hereby consents to notice by email. Unless otherwise provided in this Agreement, all notices shall be directed to the parties at the respective addresses given above or to such other address as either party may, from time to time, provide to the other party. ReallyEasyHR may send User via such email address ReallyEasyHR newsletters, product updates, service-related information and other offers and information from ReallyEasyHR or its business partners, and User hereby consents to such emails. ReallyEasyHR also may contact User by email to respond to any customer service or other inquiries User submits.

Law. This Agreement shall be treated as though it were executed and were to be performed in the County of Johnson, State of Kansas, USA. The rights and obligations under this Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded, but such rights and obligations will instead be governed by the laws of the State of Kansas, USA. This Agreement shall be interpreted in accordance with and governed by the laws of the State of Kansas, USA, without regard to conflict of law principles.

Forum. All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts located in or serving Johnson County, Kansas, USA. The parties irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over each of the parties by the federal and/or state courts located in or serving Johnson County, Kansas, USA. The parties hereby irrevocably waive any and all objections which any party may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts located in or serving Johnson County, Kansas, USA and to the laying of venue of any such suit, action or proceeding brought in any such federal or state court located in or serving Johnson County, Kansas, USA.

Process. The parties irrevocably submit and consent, and irrevocably waive any and all objections which any party may now or hereafter have, to process being served in any such suit, action or proceeding referred to in the preceding subsection pursuant to the rules of the applicable court, including, without limitation, service by certified or registered mail, return receipt requested. No provision of this section shall affect the right of any party to serve process in any manner permitted by law or limit the right of any party to bring suits, actions or proceedings to enforce in any lawful manner a judgment issued by the state or federal courts located in or serving Johnson County, Kansas, USA.

Action. No action arising under this Agreement may be brought by User more than one (1) year after the cause of action has accrued.

Equitable Relief. The parties agree that breach of the provisions of this Agreement, including, but not limited to, the unauthorized use or duplication of the Software and/or the Online Services, would cause irreparable harm and significant injury to ReallyEasyHR which would be both difficult to ascertain and which would not be compensable by damages alone. As such, the parties agree that ReallyEasyHR has the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies ReallyEasyHR may have for User’s breach of this Agreement.

Attorney’s Fees. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.

Headings. The captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement.

Force Majeure. If the performance of any part of this Agreement by either party (other than the payment of money) is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

Survival. The terms and provisions of Sections 2(a), 3, 5, and 7-11 shall survive any termination or expiration of this Agreement.

Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Software and/or the Online Services and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Software and/or Online Services.