In.Hand.Book End User License Agreement Version 1.0 (Effective June 1, 2021)
Welcome! These terms apply to you if you have been invited by a Customer as an Authorized User of our In.Hand.Book web application, located on the Website (defined herein), and/or mobile device application (the “App”) (collectively, the web application and the App are referred to as the “Product”). We are thrilled you are using In.Hand.Book, and have created these terms to set forth the rules and restrictions associated with the Product. While you do have the right to decline our terms, you will not be able to use our Product if that is the case. Thank you for being here and we hope you enjoy In.Hand.Book!
If you do not accept the terms of this EULA, YOU ARE NOT PERMITTED TO USE THE PRODUCT. In such event, you must immediately delete the App, discontinue access to the Website, and/or all further access/use of the Product.
1.1 Account Creation
To utilize the Product, you must first create, and thereafter maintain, an account (“Account”). You may only have an Account if you:
- have been selected to use the Product by our Customer (defined herein) and have received an e-mail relating to your access.
- are a “natural person”;
- are over the age of 18 or, subject to applicable law, are under the age of 18 but over the minimum age legally required to work in the state you are located, and have first obtained the consent of a parent or legal guardian;
- have the legal authority to enter into, and be bound by, contracts;
- are not an individual otherwise prohibited by the Company from using the Product;
- are a citizen or legal resident of the United States; and
- agree that you will not violate the Terms.
1.2 Restrictions on Accounts. You may only have one Account. You may not create or use an Account for any commercial purpose. In the event Company of activity in violation of this or any fraudulent activity involving your Account, Company reserves the right to take all necessary and proper action, including but not limited to Account termination and notification of relevant legal authorities.
1.3 Credentials. You may not share your Account or your login credentials (“Credentials”) with any person or entity. The sale or transfer of Accounts and Credentials is expressly forbidden. Any attempted share, sale or transfer shall be deemed void.
1.4 Account Communications. You agree that any communication received by Company from your Account, or the e-mail address associated with your Account, including but not limited to an Acceptance, instruction, or confirmation, shall be deemed to have been made by you, regardless of whether such communication was actually initiated by you or some other third party. In no event shall Company be responsible for investigating the authenticity of any communication received from your Account. You agree to notify Company in the event you receive any information from Company which is not expressly intended for you, and will maintain such information in strict confidence.
1.5 Click-Thru. When in the future you click “I agree,” “I consent” or any other similarly worded “Button” on the Website or the Platform, such agreement or consent shall be legally binding, enforceable and the legal equivalent of your physical signature. Notwithstanding the foregoing, your use of the Product shall constitute your acceptance of this Agreement.
2. Relationship to Customer; Ownership of Customer Data
2.1 General. As an Authorized User, you have been invited to use the Product by our customer (“Customer”), who has entered into a written agreement with the Company (the “Customer Contract”). Under the Customer Contract, the Customer has been granted the conditional ability to invite Authorized Users, and we have agreed to provide access to certain Customer related materials (the “Customer Data”), to such Authorized Users. Without limitation to the other terms herein, by using the Product you agree as follows:
- As between you, Company, and Customer, all Customer Data shall be owned by Customer.
- Customer Data may contain information relating to your employment or contract with the Customer. Company makes no representations, and expressly disclaims all implied and/or express representations, as to the accuracy or legal sufficiency of such information.
- Any disputes relating to the content of Customer Data shall be strictly between the you, an Authorized User, and Customer, to the complete exclusion of the Company.
- Your access to the Product is strictly dependent upon the determinations and obligation fulfillment of Customer. Authorized User accounts may be terminated, without necessity of notice or consent, subject to the terms of Customer Contract.
- Any disputes relating to loss of access to the Product based upon Customer’s actions or inactions shall be strictly between you and Customer, to the complete exclusion of the Company.
AS BETWEEN COMPANY AND CUSTOMER, IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA IN CONNECTION WITH THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH AUTHORIZED USERS RELATING TO, OR BASED ON, CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
3. Grant of License.
3.1 Authorized User License. Subject to the Terms, upon proper creation of an Account, Company grants you a non-exclusive, limited, non-transferable, non-sublicensable license to use the Product. At all times your use of the Product shall be as is permitted by this license, which is conditionally granted and not sold to you. Your license is your own and you may not lease, lend, sell, transfer, or sublicense the Product. If you sell or otherwise transfer a device on which the Product is installed, you must remove the Product from such device before doing so.
4. Restrictions on Use of the Product.
4.1. In addition to the other requirements herein, you agree not to:
- Contact Company for the purpose of solicitation of any information or advice relating to the Customer Data. In so agreeing, you acknowledge that all Customer Data accessed by you via the Product is provided directly from Customer; Company is not responsible for any information regarding the contents thereof. Company does not, and will not, provide any information or advice relating to the Customer Data, including but not limited to legal advice regarding the sufficiency of the contents thereof.
- Use the Product and/or the Website as part of any effort to compete with Company.
- Upload or transmit (or attempt to upload or to transmit) viruses, trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with the use and enjoyment of the Product and/or the Website, or modifies, impairs, disrupts, alters, or interferes with the use, features, operation, or maintenance thereof.
- Copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Product and/or the Website, any updates, or any part thereof.
- Interfere with, disrupt, or create an undue burden on the Product and/or the Website, or any related services.
- Systematically retrieve data or other content to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Company.
- Circumvent, disable, or otherwise interfere with any security-related features of the Product and/or the Website.
- Replicate, share, duplicate, edit, or cause to be replicated, shared, or duplicated, or edited, any Customer Data and/or data owned by the Company, without the express written consent of Customer and/or Company, as applicable.
- Use the Product and/or the Website when doing so could be dangerous or harmful to you or those around you, such as, by way of example only, when you are driving a motor vehicle, walking, riding bicycle, or operating heavy machinery or equipment, even if doing so is legally permitted in your location.
- Without limitation of the foregoing, engage in any illegal, negligent and/or reckless conduct while utilizing, or in connection with your use of, the Product and/or the Website.
5.1. The Product, Website, and related materials are owned by Company or its affiliates or agents and is protected by United States copyright and trademark laws and international treaty provisions. All trademarks, services marks, trade names, logos, and icons related thereto are proprietary to Company or its affiliates or agents, or the third-party to which they are affiliated. Nothing contained in the Product should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Website or Product without the written permission of Company or such third party that may own the trademarks displayed on the Website or Product. Except as provided herein, all uses of the trademarks displayed on the Website and/or Product, or any other content related thereto, are strictly prohibited.
5.2. Improvements and Suggestions.
All right, title and interest in and to, and the right to pursue protection for, suggestions, improvements, enhancements and modifications to the Product and/or Website (“Improvements”), or any portion thereof, or the individual or collective use or applicability, that are created, suggested or made by you shall vest solely with Company, and by your use of the Product, you hereby assign to Company any and all rights and interests you may have therein, and agree to promptly provide upon the request of Company reasonable documentation executed by you reflecting such assignment. No license is granted to you to, or under, any Improvements or other intellectual property or moral right owned or otherwise assertible by Company, whether by express or implied grant, estoppel or otherwise. All benefits from the use of any such Improvements shall inure solely to Company.
6 Carrier Charges.
Company does not charge you for your use of the Product, but your carrier’s data rates may apply. Additionally, you acknowledge that Wi-Fi Internet connectivity or data coverage may be required for the Product to function properly, which shall be at your sole cost and expense. Company is not responsible for providing such Wi-Fi connectivity or data coverage, and you hereby agree to hold Company complete harmless for any interruption in, and/or for your inability to obtain, Wi-Fi Internet connectivity or data coverage.
7. Security of Data Transmissions.
Though we have established reasonable standards to protect the personal information submitted to us, no method of data transmission is 100% secure; therefore, we cannot guarantee its absolute security and it is up to you to continuously ensure that no information is used in connection with the Product which would have a detrimental impact upon you if such information were to be compromised.
8. Customer Data; Third Party Links.
9. Limitation and Disclaimers of Liability, Damages, Warranties.
9.1 Disclaimer of Warranties.
YOUR USE OF THE PRODUCT AND/OR WEBSITE IS ENTIRELY AT YOUR SOLE RISK. THE PRODUCT AND/OR WEBSITE IS/ARE PROVIDED ON AN “AS IS” BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT (i) THE PRODUCT AND/OR WEBSITE WILL MEET YOUR REQUIREMENTS, (ii) THAT OPERATION OF THE PRODUCT AND/OR WEBSITE WILL BE UNINTERRUPTED, TIMELY, 100% SECURE, OR ERROR-FREE, OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCT AND/OR WEBSITE WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY, OR THROUGH THE PRODUCT SHALL CREATE ANY WARRANTY REGARDING THE PRODUCT NOT EXPRESSLY STATED IN THIS AGREEMENT.
9.2. Limitation of Liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, AND/OR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF THE PRODUCT AND/OR WEBSITE IN VIOLATION OF THE TERMS, REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT WAIVER OF THE FOREGOING, EXCEPT TO IN THE EVENT, AND TO THE EXTENT, THAT SUCH DAMAGES MAY NOT BE LEGALLY LIMITED BY ANY GOVERNING LAW, COMPANY’S TOTAL LIABILITY FOR DAMAGES IN THE EVENT IT IS FOUND TO HAVE BEEN LIABLE FOR SUCH SHALL BE FIFTY DOLLARS ($50.00). UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT RESULT FROM YOUR INABILITY TO USE THE PRODUCT.
You agree to indemnify and hold Company and its affiliates, agents, employees, and licensors harmless from any claim, demand, loss, costs, or expense, including attorneys’ fees, made by any person arising out of: i) your negligence and/or willful misconduct; ii) your violation of this EULA, iii) your violation of any applicable state or federal laws or regulations, iv) your violation of the intellectual property rights of any third party, including but not limited to infringement of any copyright or violation of any proprietary or privacy right of such party; and v) the contents of the Customer Data.
10.1. Your performance of each term and condition contained in this EULA shall be material. Likewise, all representations made by you herein, which shall be deemed made by your acceptance of this EULA, shall be deemed material inducement for Company’s agreement to license the Product to you. In the event: i) you fail to perform any obligation herein; or ii) any representation made by you is, or becomes, untrue, you shall be in default of this EULA. Without limitation of Company’s rights in the event of a default, you acknowledge and agree that, in such event: i) your license to use the Product may be deemed by Company to be revoked; ii) if your license is revoked, you shall immediately discontinue use of the Product; and iii) you shall take all actions necessary or desirable to Company, in its sole discretion, to effectuate the mitigation of any damages incurred by Company or any other party, as a result of your default.
10.2. Should Company at any time determine, in its sole discretion, that it will no longer provide some or all of the Company’s services and/or products, including but not limited to use of the Product, Company shall be entitled to terminate its provision of such services and/or products, without necessity of consent or notice. In the event Company determines it desirable to proceed with a complete discontinuation of the services and/or products, Company may terminate your Account and/or your access to the Product, all without necessity of consent or notice.
11. This EULA, and all future amendments, shall be governed by the law of the State of Florida, without regard to conflicts of law principles thereof. This is the case regardless of whether you reside or transact business with Company or any of its affiliates or agents in the State of Florida or elsewhere. You agree to submit to the personal and exclusive jurisdiction of the State or Federal courts located within the County of Orange, State of Florida. If any part of this EULA is deemed to unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
13. This Agreement constitutes the entire agreement between you and the Company regarding the Product, and governs your use of the Product, superseding any prior agreements between you and Company regarding the Product. The failure of Company to enforce any provision in this EULA shall not constitute a waiver of such provision or any other provision. The headings in this EULA are for convenience only and shall not be deemed to affect in any way the language of the provisions to which they refer. Where the context so admits, words and expressions appearing in the singular in this EULA may be interpreted in the plural, and vice versa.
14. Contact Information
Rivera Sisters, LLC, a Florida limited liability company
15. Waiver of Jury Trial.
BY ASSENTING TO THESE TERMS, YOU HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS AGREEMENT OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY YOU AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. AS APPLICABLE, YOU ARE HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY THE OTHER PARTY.
16. In the event that of any legal suit, action, or proceeding against the other party arising out of or relating to this EULA, the prevailing party in the suit, action, or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys’ fees and expenses and court costs.
17. Headings are for reference and shall not affect the meaning of any of the provisions of this Agreement.
18. In the event any one or more of the provisions of these Terms shall for any reason be held to be invalid, illegal, or unenforceable, the remaining provisions of this Terms shall be unimpaired, and the invalid, illegal or unenforceable provisions shall be replaced by a provision, which, being valid, legal, and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.
19. Authorized Users may not assign the obligations hereunder without the prior written consent of Company. Company may assign its obligations hereunder without necessity of consent or notice. These Terms shall be binding upon and shall inure to the benefit of the parties’ respective successors and permitted assigns. Assignments in violation of this Section shall be null and void, of no force or effect.