CONDITIONS FOR THE USE OF UKG'S MARKETPLACE. THIS IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY THAT YOU REPRESENT, REFERRED TO HEREIN AS “YOU” OR “CUSTOMER”) PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY BEFORE ACCESSING THE MARKETPLACE. BY REGISTERING WITH, ACCESSING, BROWSING, USING, OR PURCHASING THIRD PARTY PRODUCTS OR SERVICES FROM THE MARKETPLACE, YOU EXPRESSLY AGREE TO: (1) THESE TERMS; (2) UKG PRIVACY NOTICE AND RELATED POLICIES LOCATED AT WWW.UKG.COM/PRIVACY; AND (3) ANY ADDITIONAL POSTED POLICIES, GUIDELINES OR RULES APPLICABLE TO SPECIFIC SERVICES AND FEATURES WHICH MAY BE POSTED FROM TIME TO TIME ON THE MARKETPLACE (COLLECTIVELY, THE “AGREEMENT”). THE AGREEMENT FORMS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND UKG INC. AND ITS AFFILIATES (“UKG”). IF YOU DO NOT AGREE TO THE AGREEMENT, YOU MAY NOT CONTINUE USE OF THE MARKETPLACE. UKG MAY, AT OUR SOLE DISCRETION, MODIFY THE AGREEMENT AT ANY TIME AND SUCH MODIFICATION SHALL BE EFFECTIVE UPON POSTING. YOUR CONTINUED USE OF THE MARKETPLACE AFTER ANY MODIFICATION TO THE AGREEMENT SHALL INDICATE YOUR ASSENT TO SUCH MODIFIED AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CREATING AN ACCOUNT ON BEHALF OF THE ENTITY THAT YOU REPRESENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND AND MAKE PURCHASES ON BEHALF OF SUCH ENTITY TO THIS AGREEMENT. AS A CUSTOMER OF UKG, YOU MAY PURCHASE CERTAIN UKG OR THIRD PARTY PRODUCTS AND SERVICES THROUGH THE MARKETPLACE. THE MARKETPLACE PERMITS INDEPENDENT SOFTWARE VENDORS ("VENDORS") TO MAKE THEIR PRODUCTS AND SERVICES (THE "VENDOR SOLUTION(S)") AVAILABLE TO YOU. EACH VENDOR SOLUTION IS PROVIDED TO YOU BY A VENDOR, SUBJECT TO SEPARATE TERMS AND CONDITIONS OF PURCHASE AND A SEPARATE PRIVACY POLICY DIRECTLY BETWEEN YOU AND THE VENDOR.
1. Eligibility. The Marketplace is available to Customers of UKG, and individuals over the age of 18 representing a Customer. The Marketplace is not open to any individual or Customer previously suspended or removed from the Marketplace by UKG or its licensor, AppDirect, Inc. You hereby represent that You are at least 18 years of age, and that neither You nor the entity you are representing, have been previously suspended or removed from the Marketplace. Your account may be terminated without warning if we believe that You are under 18 years of age, or are not authorized to make purchases.
2. Access to the Marketplace: Subject to Your continued compliance with this Agreement, UKG hereby grants to You permission to use the Marketplace solely for Your internal business purposes (i) to search, browse and purchase subscriptions to Vendor Solutions as available through the Marketplace; (ii) to log into, use and manage subscriptions to the Vendor Solutions You purchase through the Marketplace; and (iii) to create individual user accounts allowing Customer personnel to access and use the Marketplace. You may not lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any materials, or use the Marketplace on behalf of any third party. Your user ID and password for Your UKG products and services will allow You to access the Marketplace and provide You the ability to purchase Vendor Solutions from Vendors through the Marketplace. You may also establish individual user accounts and passwords for other Customer personnel. You agree that the use of the Marketplace by all such Customer personnel shall be subject to this Agreement. You may only use the Marketplace to (i) browse Vendor Solutions and purchase and manage subscriptions to Vendor Solutions You have purchased through the Marketplace; and (ii) access other features of the Marketplace as such services are offered by UKG.
3. Termination. You agree that UKG, in its sole discretion, with or without cause, and without penalty, may terminate any account, or any part thereof, You may have with UKG or Your use of the Marketplace and remove and discard all or any part of Your account, user profile, and other information, at any time. You agree that any termination of Your access to the Marketplace or any account You may have or portion thereof may be affected without prior notice, and You agree that UKG will not be liable to You or any third party for any such termination. Your obligation to pay for all Vendor Solutions previously purchased shall survive any termination of Your account and Your access to the Marketplace.
4. Terms of Purchase. The Vendor Solutions offered on the Marketplace are made available by Vendors that are third party providers and not affiliated with UKG. UKG does not make any representations about, confirm or endorse any Vendor, the legitimacy of the Vendor Solutions or other products or services it provides, or the information Vendor provides on the Marketplace. As such, You acknowledge and agree that UKG is not responsible for the Vendor Solutions or any other third party products and services. When You purchase a Vendor Solution (or a subscription thereto), You will contract directly with the Vendor and Your purchase will be subject to the Vendor's terms and policies (collectively, the "Vendor Terms"), and any other agreement applicable to the Vendor Solution. You will have the opportunity to review and accept the Vendor Terms before processing Your purchase and it is up to You to abide by the applicable Vendor Terms and any applicable agreement as may be required by the Vendor.
4.1 Payment Terms. Your purchases are processed directly, and applicable fees are collected, by UKG. UKG, acting as billing and collection agent for the Vendor, will collect all payments for Vendor Solutions (or a subscription thereto) You purchase from and will remit payment as applicable to the Vendor. You agree to pay for all Vendor Solutions, including subscriptions, that You purchase through the Marketplace. You agree to make payment via the mechanism you currently pay for UKG products and services. You are responsible for all charges for purchases made by You or by anyone who uses Your payment account (including but not limited to Your employees, contractors, agents, or other personnel). If Your payment account is past due, Your access to the Marketplace and to the Vendor Solutions may be deactivated without notice, regardless of the dollar amount. You are responsible for paying any governmental taxes imposed on Your purchases through the Marketplace, including, but not limited to, sales, use or value-added taxes. To the extent UKG is obligated to collect such taxes, the applicable tax will be added to the amounts to be charged for Your purchases. Any purchases You make on the Marketplace have fees associated with them. When You make any purchase, You have an opportunity to review and accept the fees that You will be charged. UKG or a Vendor may choose to temporarily change the fees for any Vendor Solution for promotional or other reasons, and such changes are immediately effective when the revised fees are posted on the Marketplace. Unless otherwise stated, all fees are quoted in U.S. Dollars.
4.2 Refunds. Refunds connected to any Vendor Solutions will be in accordance with the Vendor Terms. You acknowledge and agree that UKG is not responsible for any refunds and all such requests for refunds must be made directly to the Vendor and to the extent applicable, issued by the Vendor.
5. Changes and Discontinuation. UKG may make changes to or discontinue any of the products or services available within the Marketplace at any time, and without notice. If You purchase a Vendor Solution that is no longer accessible through the Marketplace, You must contact the Vendor directly to gain continued access during the remaining term of the applicable subscription.
6. Proprietary Rights. The Marketplace is owned and operated by UKG. All content and materials available on or through this Marketplace are the property of UKG, or Vendors, or where indicated, other third parties, and are protected by copyright, trademark, and other intellectual property laws. All rights not expressly granted by the Marketplace or through its content are reserved. No content or material from the Marketplace may be copied, reproduced, republished, uploaded, posted, transmitted, displayed, sold, licensed, or distributed in any way. Modification of the Marketplace’s content or materials, or use of the content or materials for any other purpose is a violation of U.S. and international copyright laws and other proprietary rights. You may not use the trademarks, logos and service marks on this Marketplace, or owned by UKG, for any purpose including, but not limited to use as links or meta tags in other pages or sites without the written permission of UKG. For purposes of these Terms, the use of any such content or material on any other website or networked computer environment is expressly prohibited. For a list of trademarks owned by UKG or its affiliated companies, please visit www.ukg.com/trademarks. All other trademarks on this Marketplace, if any, are the property of their respective owners. UKG reserves all rights not expressly granted in these Terms.
7. Disclaimer. POSTINGS ARE MADE AT SUCH TIMES AS DETERMINED BY UKG IN ITS SOLE DISCRETION. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED ON THIS SITE HAS BEEN UPDATED OR OTHERWISE CONTAINS CURRENT INFORMATION. UKG DOES NOT REVIEW PAST POSTINGS TO DETERMINE WHETHER THEY REMAIN ACCURATE, AND INFORMATION CONTAINED IN SUCH POSTINGS MAY HAVE BEEN SUPERSEDED. UKG AND/OR ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (THE “UKG PARTIES”) MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE INFORMATION, ANY VENDOR SOLUTION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THIS SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS HEREUNDER ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. THE UKG PARTIES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, VENDOR SOLUTIONS, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE UKG PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS ABOUT VENDORS OR VENDOR SOLUTIONS. ANY WARRANTY MADE REGARDING ANY VENDOR APPLICATION IS MADE DIRECTLY BY THE VENDOR.
8. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE UKG PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST BUSINESS, REVENUES, DATA, OR ANTICIPATED PROFITS ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS, THE MARKETPLACE, OR ANY VENDOR SOLUTION, EVEN IF UKG OR AN UKG AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, UKG'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
IN NO EVENT WILL THE UKG PARTIES BE LIABLE FOR ANY DAMAGES SUFFERED BY THE YOU. IN NO EVENT WILL A UKG PARTY’S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE MARKETPLACE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED FIFTY DOLLAR ($50).
9. Indemnification. You agree to defend, indemnify, and hold the UKG Parties harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from Your breach of these Terms, Your uploading of, access to, or use or misuse of the Marketplace or any Vendor Solution. UKG will use reasonable efforts to notify You of any such claim, suit, or proceeding and You shall assist UKG, at Your expense, in defending any such claim, suit or proceeding. UKG reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, You agree to cooperate with any reasonable requests assisting UKG’s defense of such matter.
10. Links to Third Party Marketplaces. Any third party site linked to the Marketplace is not under the control of UKG, and, therefore, UKG assumes no responsibility or liability for the content of any third party linked site, or any link contained in such a linked site, nor does UKG make any representation regarding the quality of any product or service contained at any such site. UKG reserves the right to terminate any link or linking program at any time. UKG does not endorse Vendors or other companies or products to which it links. If You decide to access any of the third-party sites linked to the site, You do so entirely at Your own risk. In order to purchase a Vendor Solution (or a subscription thereto), the Vendor will require You to provide the Vendor with certain information, such as Your name, Customer name, email address, and Customer address. It is Your option whether or not to make any purchase from the Vendor and therefore it is Your option whether or not to provide such information. The Vendor's use of such information (and other information it may collect from You in connection with Your use of the Vendor Solution) is governed by the Vendor's privacy policy.
11. Links From Third Party Marketplaces. UKG prohibits unauthorized links to the Marketplace from third party sites, and the framing of any information contained on the Marketplace or any portion of the Marketplace by third parties. UKG reserves the right to disable any unauthorized links or frames. UKG has no responsibility or liability for any material on other sites that may contain links to this Marketplace.
12. Unlawful or Prohibited Use. The following activities are expressly prohibited: (i) collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other communications, (ii) any use of the Marketplace, which in UKG’s sole judgment, degrades the reliability, speed, or operation of the Marketplace or any underlying hardware or software thereof,(iii) decompiling or reverse engineering the Marketplace or take any other action to discover the source code or underlying ideas or algorithm or any components thereof, (iv) copy the Marketplace, (v) post, publish or create derivative works based on the Marketplace, (vi) remove any copyright notice, trade or service marks, brand names and the like from the Marketplace or related documentation; (vii) interfering or attempt to interfere with the proper workings of the Marketplace or any activities conducted on the Marketplace, or (viii) any use of the Marketplace which is unlawful or in violation of these Terms.
By using this Marketplace, You agree to not use the Marketplace for any unlawful purpose, or purpose prohibited by the Agreement. You may not use this Marketplace in a way that could impair, damage, overburden, or disable any UKG accounts, computer system or network. Probing, scanning, or testing the vulnerability of UKG's Marketplace is not allowed. Additionally, You may not use hacking, password mining, or other methods to gain access to UKG's products or services without authorization. Attempting to obtain information not intentionally made available to You on this Marketplace is prohibited. You may not use any robot, spider, scraper or other automated means to access the Marketplace or any UKG accounts, computer systems or networks. In addition, You may not remove, circumvent, disable, damage or otherwise interfere with: (i) security-related features of the Marketplace, (ii) features that prevent or restrict use or copying of any content or Vendor Solution accessible through the Marketplace, or (iii) features that enforce limitations on the use of the Marketplace or Vendor Solution.
Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. If these Terms are violated and UKG does not take immediate action, this does not mean that it has given up any rights. UKG may take action at any point in response to a violation.
13. Password Protection. Access to, and use of, password protected areas of the Marketplace is restricted to authorized users only and You may not share Your password(s), account information, or access to the Marketplace. You are responsible for maintaining the confidentiality of Your password(s) and account information, and You are responsible for all activities that occur under Your password(s) or account(s) or as a result of Your access to the Marketplace. You agree to notify UKG immediately of any unauthorized use of Your password(s) or account(s).
14. Electronic Communication. By visiting this Marketplace and sending electronic messages to UKG, You are participating in electronic communication and consent to receive communications from UKG. You agree that any electronic communication UKG sends to You satisfies legal requirements that such communications be in writing.
15. Procedure For Making Claims Of Copyright Infringement. If you are a copyright owner or an agent thereof and believe that any content on this Marketplace infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you have received a notification as set forth above and wish to submit a counter notification, You may submit such counter notification to our Copyright Agent (set forth below) along with the following information in writing:
- Your physical or electronic signature;
- Identification of the material that has been removed or which access has been disabled and the location at which the material appeared before it was removed or disabled;
- A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for judicial district in which your address is located, or if your address is outside the United States of America, for any judicial district in which you may be found; and that you will accept service of process from the person who submitted a notice in compliance with section (c)(1)(C) of the DMCA, as generally described above.
Our designated Copyright Agent to receive notifications of claimed infringement and other notices relating to violation of these Terms (e.g., violations of criminal laws) is: General Counsel, UKG Inc., 900 Chelmsford Street, Lowell, MA 01851. For clarity, only DMCA notices and notices relating to complaints in connection with or violations of these Terms should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be addressed to our standard support contacts as identified on the Marketplace.
UKG is not giving legal or compliance advice, and you should consult with legal counsel to determine Your rights under the DMCA and any other applicable law, rule or regulation. For further information about the DMCA, please visit the website of the United States Copyright Office at: http://www.copyright.gov.
16. Feedback. You are under no obligation to provide to us ideas, suggestions, or proposals ("Feedback"). If You do submit Feedback to us, however, then You grant UKG a worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to make, use, sell, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform actions in response to the Feedback. If UKG does use Your Feedback, UKG does so without any obligation or compensation to You.
17. Notices. Except as otherwise provided in this Agreement, when either party needs to provide notification under this Agreement, those notices must be in writing and considered delivered upon actual receipt. All notices to UKG must be sent to the following: [email protected] with a copy to EVP Chief Legal Officer, UKG Inc., 900 Chelmsford Street, Lowell, MA 01851. Any cure period required under this Agreement will begin on the date the notice is received.
18. General. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by UKG without restriction. This Marketplace is controlled by UKG. UKG makes no representation that materials in the Marketplace are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Marketplace from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the materials on this Marketplace in violation of U.S. export laws and regulations. The Agreement is governed by and is to be interpreted solely in accordance with the laws of the Commonwealth of Massachusetts, without regard to any conflict of law provision that would result in the application of a different body of law, and each party agrees to submit to exclusive venue in the courts in Boston, Massachusetts in any dispute arising out of or relating to the Agreement. IF NOT OTHERWISE PROHIBITED BY APPLICABLE LAW, EACH PARTY AGREES THAT ANY CLAIM RELATED TO THE AGREEMENT WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION, SUIT, OR OTHER SIMILAR PROCESS. The United Nations Commission on International Trade Law, the United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act (UCITA) will not apply to this Agreement. UKG has required that these Terms and all documents relating hereto be in English. If a particular provision in these Terms is not enforceable, it will either be edited as little as possible to ensure maximum effect of its original intent or be deemed severable and will not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect. Failure by UKG to act on or enforce any provision of the Terms shall not be construed as a waiver of that provision or any other provision in these Terms. No waiver shall be effective against UKG unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.
Except as expressly agreed by UKG and You, the Agreement constitutes the entire agreement between UKG and You with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to such subject matter. The section headings are provided merely for convenience and shall not be given any legal import. These Terms will inure to the benefit of our successors, assigns, licensees, and sublicensees. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
19. No Third-Party Beneficiaries. These Terms do not confer any benefits on any third party unless it expressly states that it does.
20. Independent Contractors. Nothing in these Terms shall be deemed to constitute a partnership or joint venture between us or constitute either party to be the agent of the other party for any purpose.