1.1 Software as a Service (“SaaS”). Licensor hereby grants to Licensee during the term of this Agreement a limited, fee-bearing, non-exclusive, terminable, non-transferable right and license to access and use the SaaS and/or Additional Modules (as defined below), in each case solely in the manner enabled by the SaaS. Licensee is solely responsible for all hardware, software and other equipment and services necessary to access and exercise the foregoing license.
1.2 Permitted Uses. Licensee may, under the License: Use. (i) Use the SaaS subject to all of the terms of this Agreement; (ii) use the Agreement solely for purposes of supporting Licensee’s use of the SaaS; (iii) use the SaaS solely in accordance with the Agreement to create Licensee-specific objects ; and (iv) to use the SaaS for Licensee’s business and in support of Licensee’s employees.
1.3 Additional Modules. The SaaS may enable Licensee to order certain additional modules that offer additional functionality (the “Additional Modules”, and together with the SaaS the “SaaS Products”). Licensee’s use of any such Additional Modules shall be governed by this Agreement. To the extent an Additional Module is accompanied by additional terms and conditions that have been agreed upon by Licensee, such terms and conditions shall supersede any conflicting terms of this Agreement with respect to such Additional Modules and shall be agreed to by the parties hereto.
Except as expressly provided in this Agreement, Licensee may not: Copy, distribute, rent, lease, lend, sublicense, transfer or make the SaaS Products available to any third party or use the SaaS Products on a service bureau basis; Decompile, reverse engineer, or disassemble the SaaS Products; Create derivative works based on the SaaS Products; or, Modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear on the SaaS Products or that appear during the use and operation of the SaaS Products.
3.MAINTENANCE AND SUPPORT.
Licensor shall provide the maintenance and support services in accordance with this Agreement during the Term of this Agreement along with any Service Agreement that is entered between Licensor and Licensee.
4.DATA BACK UP SERVICES
Licensor shall provide the data backup services according to Data Backup Agreement elsewhere provided to Licensee during the Term of this Agreement or at the fees specified by Licensor at the time for such backup services.
5.FEES AND BILLING
5.1 Licensee shall pay Licensor the fees set forth in pricing section elsewhere on the website. All Fees and expenses due and payable by Licensee shall be due and payable prior to accessing SaaS Products. The access to SaaS Products is allowed only for the time period for which the payments were made and for the users allowed. Licensor reserves the right to suspend delivery of services if Licensee fails to timely pay any undisputed amounts due to Licensor under this Agreement. Suspension of the services shall not release Licensee of its payment obligations under this Agreement. Licensee agrees that Licensor shall not be liable to Licensee or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the services resulting from Licensee’s nonpayment. Licensor will not be responsible for any bank charges, domestic or foreign transaction fees imposed by Licensee’s bank. All the Fees will be directly charged to the business card approved by the Licensee. Licensor may increase fees no more than once each Term subject to sixty- (60) days’ prior notice.
5.2 If any undisputed Fees are not paid when due, Licensor has the option to institute, on unpaid fees, an interest at a rate equal to the larger of 1.5% per month or the maximum interest rate allowed by applicable law. Unless Licensee is a tax-exempt organization, Licensee shall be responsible for payment of any sales, use, value-added, consumption or goods and services tax, import duties, or any other taxes or charges which may be applicable to this Agreement or the SaaS Products.
6.INTELLECTUAL PROPERTY RIGHTS
6.1 This Agreement provides Licensee limited rights to use the SaaS Products. As between the parties, all title, ownership rights, and intellectual property rights in and to the SaaS Products shall belong to Licensor.
6.2 To the extent the SaaS Products include third-party applications licensed by Licensor (collectively, “Third Party Software”), Licensor shall secure for Licensee the rights to use such Third-Party Software on the terms set forth in this Agreement. Licensee shall not use any Third-Party Software in a stand-alone mode (unless Licensee obtains such Third-Party Software under a separate contract between Licensee and the applicable third party), nor remove any Third-Party Software from the SaaS Products.
7.DATA & SECURITY
7.1 The SaaS Products enable the transmission, storage and receipt of confidential personal and/or immigration information of Licensee’s clients, customers, members, prospective and actual employees and contractors, and their family members (the “Licensee Data”). Licensee is, at all times during the Term of this Agreement and thereafter, solely responsible for obtaining and maintaining all legally necessary rights, licenses consents, waivers, or permissions required for Licensee to disclose, process, transmit, receive and view the Licensee Data. Licensee agrees that Licensor has the right to monitor, retrieve, store and use the Licensee Data solely as reasonably necessary in the performance of Licensor’s obligations hereunder and subject to the terms and conditions of this Agreement. As between the parties, all right, title and interest in and to all Licensee Data is and shall belong to Licensee. To the extent any Licensee Data is stored on servers owned or controlled by Licensor through use of SaaS Products, Licensor will provide Licensee with a copy of all such Licensee Data in a mutually acceptable electronic format at reasonable cost to Licensee and within a reasonable period of time (not to exceed ten (10) calendar days) of receiving a written request from Licensee. LICENSOR CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR LICENSEE’S USE OR MISUSE OF LICENSEE DATA OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED, OR RECEIVED USING THE SAAS PRODUCTS. Users must abide by all www.immicompliance.com Privacy Policies posted within the SaaS Products, as may be amended from time to time by Licensor in its sole discretion.
7.2 Personal Information. Licensee Data may be considered “personal information” protected under applicable privacy laws. Licensor agrees to manage personal information in accordance with all applicable privacy laws governing the collection, use or disclosure thereof. Without limiting the generality of the foregoing, Licensor agrees as follows:
7.2.1. Licensor has performed a reasonable risk assessment and agrees to immediately implement appropriate technical and organizational safeguards and procedures in a manner that is consistent with these principles and policies to protect any Licensee Data to which it may have access in connection with this Agreement.
7.2.2. Licensor will not collect, use or transfer any Licensee Data without prior written instructions from Licensee.
7.2.3. Within a commercially-reasonable time after written notice from Licensee, Licensor agrees to cooperate with Licensee in any investigation.
7.3 Data Breach Investigation. In addition to any requirements set forth elsewhere in the Agreement, in the event Licensor or any of its representatives becomes aware of a Data Breach, Licensor will promptly, and at its own expense, (a) investigate (with Licensee’s participation if so required) the Data Breach, (b) perform a root cause analysis, prepare and implement corrective action plan, (c) take commercially reasonable actions to prevent its recurrence.
8.LIMITED WARRANTIES / DISCLAIMERS
8.1 Licensee and Licensor represent and warrant to each other that they: (1) have full power and authority to enter into this Agreement; (2) will be responsible for obtaining all necessary governmental approvals required for them to fulfill their obligations under this Agreement; (3) shall perform all activities undertaken in relation to this Agreement in accordance with applicable laws, (4) will comply with all laws, rules, regulations and directives applicable to them that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Licensee Data, including without limitation all regulations and directives concerning privacy and data protection, and Licensee and Licensor shall cause all persons or entities under its direction or control (including without limitation any subcontractors, licensors and/or other persons or entities involved in the production, hosting and/or support of the SaaS Products) to comply with such laws, rules, regulations and directives. In addition, Licensor represents and warrants, intending Licensee to rely thereon, that the SaaS Products will perform in accordance with the applicable documentation for the SaaS Products and in accordance with the representations made by Licensor to Licensee. Licensor further represents that Licensor will use commercially-reasonable efforts to ensure that the SaaS Products will be compatible with commonly used operating systems and software, except the items/features that are not in control of www.immicompliance.com. For example, some of the Government forms are only compatible with certain web browsers. Licensor represents and warrants that Licensor will use all commercially-reasonable efforts to ensure that Licensor’s system is protected against security risks and vulnerabilities, including, but not limited to: (a) implementing security procedures that are, at a minimum, at least as secure as those available in the most-recent versions of commercially available web hosting products, including patches, fixes or updates as early as its third party web services host (AWS) updates such versions for all of its commercial customers; (b) secure TLS encryption of all data transmissions; (c) password protected access and user IDs; (d) automatic log off if the system is idle or no action is taken after a specified period of time.
8.2 EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, LICENSOR EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.1 To the extent permitted by law, Licensee shall indemnify, defend and hold Licensor harmless from and against any and all third-party claims, actions, proceedings or suits (“Claim(s)”), including without limitation reasonable costs and attorney’s fees, actually or allegedly arising out of or relating to Licensee’s gross negligence or willful misconduct.
9.2 To the extent permitted by law, Licensor shall indemnify, defend and hold Licensee harmless from and against any and all Claims, including without limitation, reasonable costs and attorney’s fees, actually or allegedly arising out of or relating to Licensor’s negligence or willful misconduct; provided, however, that Licensor shall not be required to indemnify, defend or hold Licensee harmless from any Claim to the extent that it actually or allegedly arises out of or relates to Licensee’s gross negligence or willful misconduct.
10.LIMITATION OF LIABILITY
EXCEPT FOR (A) INDEMNITY OBLIGATIONS, (B) DEFENSE AND HOLD HARMLESS OBLIGATIONS AS DESCRIBED IN SECTION 9, (C) BREACHES OF THE CONFIDENTIALITY OBLIGATIONS DESCRIBED IN SECTION 12, , AND (D) EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY TO THIS AGREEMENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION ), WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. TERM / TERMINATION
11.1 Term. This Agreement will become effective on the Effective Date and will continue until the expiration of the Term, unless earlier terminated as provided herein. Either party may terminate this Agreement at the expiration of the Initial Term or any Renewal Term by written notice thereof to the other party no less than thirty (30) days prior to the expiration of the Initial Term or Renewal Term, as applicable. Licensor is not responsible for any costs or inconvenience that may be incurred in the event Licensee fails to timely notify Licensor of their intent to renew prior to expiration. Licensee agrees that failure to timely renew prior to expiration may result in a disruption of services. Licensee also understands that “re-activation” of the Term or this Agreement after such a disruption may be subject to charges based on current rates at that time. The Initial Term and/or any Renewal Term are individually and collectively, the “Term”.
11.2 Termination. Either party may terminate this Agreement and the rights granted hereunder by written notice to the other party in the event of any breach of any term or condition set forth herein, if such breach remains uncured thirty (30) days after receipt by the breaching party of a written notice of the breach from the non-breaching party; provided, however, that if such breach is not susceptible to cure, termination shall be effective immediately upon such written notice. Licensor may also terminate this Agreement and the rights granted hereunder effective immediately upon written notice in the event that Licensee has not paid any undisputed invoiced Fees when due. Upon expiration or termination of this Agreement, all rights and licenses granted by Licensor hereunder shall immediately terminate and Licensee shall cease access and/or use of the SaaS Products. In addition, upon expiration or termination of this Agreement: (i) Licensor will provide Licensee, upon Licensee’s request with a copy of all Licensee Data in a mutually agreeable, industry standard electronic format at a reasonable cost to Licensee and within ten (10) calendar days following the effective termination or expiration date; and (ii) within seven (7) calendar days after receiving written confirmation from Licensee that the Licensee Data was successfully transferred to Licensee, destroy all remaining Licensee Data in Licensor’s possession or control and certify to Licensee in writing that such Licensee Data has been destroyed. Licensor will provide to Licensee and/or to a service provider selected by Licensee (such service provider shall be known as the “Successor Supplier”), at Licensee’s sole cost and expense, assistance reasonably requested by Licensee in order to effect the orderly transition, in whole or in part, to Licensee or to Successor Supplier (such assistance shall be known as the “Termination Assistance Services”) during the ninety (90) calendar day period prior to, and/or following, the expiration or termination of this Agreement.
12.1 Confidentiality. The parties acknowledge that each may acquire information about the other, its business activities and operations, its technical information and its trade secrets, all of which are proprietary and confidential (the “Confidential Information”). Without limiting the foregoing, the Confidential Information of Licensor shall include any information regarding the SaaS Products and the terms of this Agreement, and the Confidential Information of Licensee shall include the Licensee Data. Each receiving party agrees: (a) that it will not use the Confidential Information of the disclosing party other than for the performance of this Agreement; (b) it shall use the same degree of care but no less than reasonable care to prevent the disclosure of Confidential Information of the disclosing party to third parties; and (c) it shall return all copies of Confidential Information of the disclosing party, or at its sole option destroy all copies of such Confidential Information upon termination or expiration of this Agreement. Exclusions. Notwithstanding the foregoing, except for Licensee Data, Confidential Information will not include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, including without limitation in response to a freedom of information act request, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure.
12.2 Use and Disclosure. Each party will take reasonable precautions to protect the confidentiality of each of the other party’s Confidential Information, which precautions will be at least equivalent to those taken by such party to protect its own Confidential Information. Except as required by law or as necessary to perform under this Agreement, neither party will use Confidential Information of the other party for its own benefit or for the benefit of any third party. Neither party will disclose the Confidential Information of the other party to any third party, except to employees and third party (subject to the provisions of this Agreement) who have a need to know the Confidential Information in order for the receiving party to perform its obligations under this Agreement.
12.3 Authorized Disclosure. Notwithstanding the foregoing provisions of this Section 12, each party may disclose the terms of this Agreement (i) in connection with the requirements of an initial public offering or securities filing; (ii) in confidence, to accountants, banks, and financing sources and their advisors; (iii) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; (iv) in confidence, in connection with a merger, reorganization, asset sale or acquisition or proposed merger or acquisition, or the like.
13.LICENSOR DOES NOT PROVIDE LEGAL SERVICE
Neither the Services, nor anything provided by Licensor, is a substitute for the advice of a competent attorney. The Services may include access to certain information pertaining to immigration law (“Immigration Information”), including legal forms, checklists, written articles, and other documents. Immigration Information, if provided within the Services, is not legal advice and may not be relied upon as legal advice. Licensor cannot guarantee that all the information, forms or documents provided via the Services are current or correct.
The Services may provide you with the opportunity to enter into an agreement with an independent third-party attorney or law firm (“Licensee Lawyer” of “Lawyer”) for the delivery of legal services and advice by such Lawyer directly to you (collectively "Legal Services"). However, the Services do not include, nor does Licensor in any way provide, Legal Services. All Legal Services are provided to you via a direct and separate relationship between you and a Lawyer/Licensee Lawyer of the software, www.immicompliance.com. Each Lawyer is solely responsible for all Legal Services provided to you. Your use of the Services does not create nor constitute an attorney-client relationship between you and Licensor, employee, directors or any Lawyer.
Your use of the Services is intended for general informational purposes only and you should not rely upon such information as a substitute for Legal Services, provided by a Lawyer licensed to practice in your jurisdiction, taking into account your specific circumstances and legal obligations and requirements.
Lawyers may require that you execute an attorney engagement agreement or a paid retainer prior to the delivery of any Legal Services. All fee arrangements between yourself and a Lawyer must be negotiated directly between you and such Lawyer.
Lawyers may establish profiles on www.immicompliance.com. These profiles are advertisements. It is your responsibility to conduct your own investigation of a Lawyer advertised on www.immicompliance.com . www.immicompliance.com does not verify or warrant the accuracy of information included on the profiles of Lawyers. www.immicompliance.com and its promoters disclaims any responsibility for the information on the profiles of Lawyers, as well as any information on websites linked from such profiles.
Licensor and www.immicompliance.com expressly disclaims any representation, guarantee or warranty of any kind with regard to the quality or outcome of the Legal Services to be performed by any Lawyer. Licensor makes no endorsement of any Lawyer which may be listed on www.immicompliance.com website, nor is the inclusion in such listing meant to imply that engaging with any such Lawyer is otherwise appropriate. You must carefully consider a Lawyer’s knowledge and experience prior to any engagement for Legal Services
14.THIRD PARTY ACCOUNTS
You may be able to connect your www.immicompliance.com account to third party accounts, such as LinkedIn. By connecting your www.immicompliance.com account to your third-party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
The Service is controlled, operated and administered by Licensor from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Licensor content accessed through Licensor web portals in any country or in any manner prohibited by any applicable laws, restrictions or regulations
You may cancel your account to www.immicompliance,com at any time. Sorry, due to the nature of our product we do not offer refunds.
17.CHANGE OF TERMS
Licensor reserves the right, in its sole discretion, to change the Terms of this agreement. The most current version of the Terms will supersede all previous versions. Licensor encourages you to periodically review the Terms to stay informed of our updates.
18.1 “User” means an active Authorized User listed in the membership of an Account at any one time. No two individuals may log onto or use the Subscription Service as the same Authorized User, but Licensee may unregister or deactivate Authorized Users and replace them with other Authorized Users without penalty, so long as the number of active Authorized Users registered at any one time is equal to or less than the number of Licenses purchased.
18.2 “Authorized User” means any employee, subcontractor, or agent of Licensee, identified by a unique email address and user name, who is registered under the Account, provided that no two persons may register, access or use the Subscription Service as the same Authorized User.
18.3 “Firm Admin User” means an account with privileged levels beyond the User or Authorized User. Firm Admin User accounts are necessary to establish platform management, configuration, and control functions. Because these accounts have elevated access rights, those with access can bypass internal controls that may be confronted by a User or Authorized User.
19.1 Marketing. Licensee agrees that Licensor may, after first obtaining Licensee’s advanced approval, briefly describe Licensee’s business in its marketing materials and website during the Term of this Agreement. The parties may issue a joint press release as is mutually agreeable.
19.2 Professional Services. Professional Services, such as, but not limited to, development of custom modules or configuration of SaaS Products, will be undertaken by Licensor at its sole discretion. Licensor is under no obligation to undertake any Professional Services, although Licensor may take into consideration Licensee requests. Any Deliverable resulting from such Professional Services shall be licensed to Licensee as an Additional Module in accordance with the terms and conditions of this Agreement.
19.3 Survival. The covenants, representations and warrants, indemnification clause, confidentiality duties and limitation of liability set forth in this Agreement shall survive the expiration or termination of this Agreement. The expiration or termination of this Agreement shall not affect the rights and obligations of the Parties with respect to transactions and occurrences which take place prior to the effective date of termination.
19.4 Force Majeure. A Party will be excused from a delay in performing, or a failure to perform, its obligations under this Agreement to the extent such delay or failure is caused by the occurrence of any contingency beyond the reasonable control, and without any fault, of such Party. In such event, the performance times shall be extended for a period of time equivalent to the time lost because of the excusable delay. However, if an excusable delay continues more than sixty (60) days, the Party not relying on the excusable delay may, at its option, terminate the affected Agreement(s) in whole or in part, upon notice to the other Party. In order to avail itself of the relief provided in this Section for an excusable delay, the Party must act with due diligence to remedy the cause of, or to mitigate or overcome, such delay or failure.
19.5 Choice of Law, Venue, and Jurisdiction. This agreement shall be construed and controlled by the laws of the State of California excluding its conflict of law principles. Licensee hereby consents to the exclusive jurisdiction and venue of the State and Federal Courts sitting in Orange County, California.
19.6 Severability. Should any term of this Agreement be declared to conflict with governing law or if any provision or portion thereof is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, then (i) such provision or portion thereof shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (ii) the remaining terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect.
19.7 No Waiver. No failure or delay by a Party to insist upon the strict performance of any term or condition under this Agreement or to exercise any right or remedy available under this Agreement at law or in equity, and no course of dealing between the Parties, shall imply or otherwise constitute a waiver of such right or remedy, and no single or partial exercise of any right or remedy by any Party will preclude any other or further exercise thereof. All rights and remedies provided in this Agreement are cumulative and not alternative; and are in addition to all other available remedies at law or in equity.
19.8. U.S. Government Rights. If the Licensee of this SaaS Products is an agency, department, or other entity of the United States Government (“Government”), the use, release, modification, disclosure, transfer of this software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulations Supplement 227.7202 for military purposes. All other use is prohibited. This product was developed fully at private expense.
19.9 Assignment. Neither party may assign its rights or delegate its obligations hereunder without the other party’s prior written consent. Any attempted assignment or delegation in contravention of the foregoing shall be void and of no effect.
19.10 Relationship. Nothing in this Agreement shall be deemed to constitute a joint venture, partnership, agency, representative, or employment relationship between the parties. This Agreement shall not be construed as authority for either party to act for the other party in any capacity or to make commitments of any kind for the account of, or on behalf of, the other party except to the extent expressly set forth in this Agreement.
19.11 Notices. Unless specifically stated, any notices to be given hereunder by either party to the other shall be given either by email, or personal delivery to an authorized representative, by overnight express carrier with delivery receipt tracking (e.g., Federal Express, UPS, etc.), or by certified mail addressed to the parties at the last known address. Either party may change its notification address by written notice in accordance with this paragraph. All notices will be deemed communicated as of the actual receipt, as verified by the delivery carrier.
19.12 Entire Agreement. This Agreement constitute the entire integrated agreement between Licensor and Licensee with respect to the SaaS Products and related services. No statement, representation, warranty, covenant or agreement of any kind, including without limitation, any terms included in or located on a purchase order, invoice, or website, accessed through a URL, provided as an end user license agreement, or provided in a click-wrap, shrink-wrap or other similar format, not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement.
19.13 No third-party beneficiaries. All terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their successors and authorized assigns. Except as otherwise provided in this Agreement, nothing in this Agreement, express or implied, is intended or shall be construed to create any rights in, or confer any benefits upon, any person or entity other than the Parties to this Agreement. Your use of www.immicompliance.com will be considered as your consent to these terms and conditions. For your protection and ours, we reserve the right to update and change the individual provisions at any time.