WorkTrack Service Provider User Agreement
Effective as of May 16, 2014 until replaced
This Customer Agreement describes the terms and conditions of usage of WorkTrack Service Provider by an end user (“Customer”) as provided by Corrigo Incorporated (“Corrigo”) in the United States only. A decision by a Customer to use WorkTrack Service Provider will mean that the terms and conditions in this Agreement are legally binding upon the Customer.
1. SERVICE This agreement covers the licensing and usage of Corrigo software. Corrigo reserves the right to change, add or delete services, service features, contract terms and prices at any time. Customer always has the right to cancel service if Customer does not accept Corrigo’s change (see Section 4).
2. PAYMENT Customer will pay for service monthly in advance via direct charge to a Customer designated credit card or by payment of Corrigo’s invoice. Certain up front costs are borne by Corrigo and are recovered as part of the monthly fee at times prior to Customer being live.
4. CANCELLATION The initial term of this Agreement is one year followed by month to month indefinitely and service will continue until canceled as provided herein. Customer may cancel service by notifying Corrigo in writing. Customer will be responsible for payment of all outstanding balances accrued through the end of the current billing cycle. Corrigo may cancel service at any time for Customer non-payment that extends beyond thirty (30) days of any amounts owing when due or breach of any other material provision of this Agreement.
5. LICENSE AGREEMENT Corrigo grants to Customer a non-exclusive license to use Corrigo’s software (“Software”) provided that Customer uses the Software solely in executable form. Customer may not copy, modify, or transfer, disseminate or publish the Software, or any copy thereof, in whole or in part. Customer may not reverse engineer, disassemble, decompile or translate the Software, or otherwise attempt to derive the source code of the Software, except to the extent allowed under any applicable law. Any attempt to transfer any of the rights, duties or obligations of this license agreement is void. Customer may not rent, lease, load, resell for profit or distribute the Software, or any part thereof. The Software is licensed, not sold, to Customer solely for Customer’s use under the terms of this license agreement, and Corrigo and its suppliers reserve all rights not expressly granted to Customer. Except as stated above, this license agreement does not grant to Customer any intellectual property rights in the Software. If Customer breaches any term or condition of this license agreement, this license agreement will terminate immediately upon notice to Customer.
6. WARRANTY DISCLAIMER
NEITHER CORRIGO NOR ANY OF ITS REPRESENTATIVES MAKES OR PASSES ON TO CUSTOMER OR OTHER THIRD PARTIES ANY WARRANTY OR REPRESENTATION ON BEHALF OF CORRIGO OR ITS SUPPLIERS WITH RESPECT TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
7. LIMITATION OF LIABILITIY
IN NO EVENT WILL CORRIGO OR ITS SUPPLIERS BE LIABLE TO CUSTOMER WITH RESPECT TO THE SOFTWARE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR LOST SAVINGS, EVEN IF CORRIGO OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. NOTWITHSTANDING THE ABOVE LIMITIATION OF LIABILITY, CUSTOMER LIMITS CORRIGO’S LIABILITY UNDER THIS AGREEMENT TO THE SUM OF MONTHLY FEES PAID BY CUSTOMER TO CORRIGO DURING THE PREVIOUS TWELVE MONTHS. Service may be interrupted from time to time for a variety of reasons. Corrigo is not responsible for any interruptions of service that occur due to acts of God, power failure or any other cause beyond Corrigo’s reasonable control.
8. MISCELLANEOUS Notices by Corrigo will be deemed given when personally delivered, addressed to Customer’s last known address and deposited in the U.S. Mail or sent via Internet to the last known email address. Notices to Corrigo will be deemed given when received at the address of Corrigo’s corporate headquarters: 8245 Tualatin-Sherwood Road, Tualatin OR 97060. The interpretation and enforcement of this Agreement shall be governed by the laws of the state of Oregon. This Agreement may be assigned by either party in the event of an acquisition, corporate reorganization, merger or sale of substantially all of the party’s assets to another entity. This Agreement constitutes the entire agreement and cannot be superseded orally of by any appending document or documents.
©2014 Corrigo Incorporated