Site Access and Site User Obligations
By submitting information through this Site and using the Services, you represent and warrant that you are a resident of the United States and over the age of 18. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
XcelHR, a professional employer organization. (the “PEO”), provides payroll administration, risk management, human resources support, and access to employee benefits pursuant to customer service agreements (each, a “Customer Service Agreement”) executed by customers from time to time. The Company makes the Site, or certain portions of the Site, available to authorized users of the PEO’s customers, including Administrators and Non-Administrators (each as defined below), which may include employees and contractors of the customer (collectively, “Site User” or “Site Users”, as appropriate). The Company may at its sole discretion use third party services to validate a Site User’s identity, including credit checks.
“Administrators” are representatives of the customers who are responsible for setting-up the customer user account required for the customer to access the Services (“Customer Account"), enrolling customer employees, and providing the Company with current and accurate information about customer employees. Administrators are permitted access to certain portions of the Site using login names and passwords.
“Non-Administrators” of the Site include customer employees, contractors and vendors of the customer. Each Non-Administrator must be authorized by Administrators to access the Services.
All Site Users are responsible for providing current and accurate information through the Site and maintaining accurate and current personal information when using the Services.
All Site Users are required to register to use the Site and set up an account (each, a “Site User Account”) and are responsible for maintaining adequate security and control of all login credentials that are used to access Services. Any transactions conducted using Site User login credentials will be deemed to be authorized by the Site User. All Site Users are responsible for any activity associated with his or her login credentials.
Site Access Termination
The Company may cancel, at its sole discretion, Services, and/or close a Customer Account and/or associated Site User Account at any time for any reason or for no reason, including, but not limited to, breach of these Terms. The Company will provide notice to the Administrator that it is closing the account. The Administrator may close its Customer Account by contacting info@XcelHR.com.
The Company may retain data, including personally identifiable information, for as long as required to fulfill legal and regulatory obligations.
Modifications to the Site
The Company reserves the right, in its sole discretion and without notice to you, to terminate, change, suspend or discontinue any aspect of the Site for any reason, including, but not limited to, information, data, text, music, sound, photographs, graphics, video, messages or other materials (collectively, “Content”), features, and/or hours of availability. The Company will not be liable to you or to any third party for doing so. The Company may also impose rules for and limits on use of the Site or restrict Site User access to part, or all, of the Site without notice or penalty, and has the right to change these rules and/or limitations at any time.
Specific Prohibited Uses
The Services may be used only for lawful purposes by individuals using authorized services of the Company. You are responsible for your own communications, including the upload, transmission and posting of Content, and represent that you have all rights necessary to do so. You are responsible for the consequences of uploading, transmitting, and/or posting such Content on or through the Services. You represent that you will not contribute any Content or otherwise use the Site or interact with the Services to:
- Post Content that is false, fraudulent, deceptive, inaccurate, or otherwise objectionable;
- Impersonate another person;
- Directly or indirectly engage in or encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any city, state, national or international law or regulation;
- Post Content that is subject to copyright or otherwise owned by a third party (including the Company), unless you are the copyright owner or have the express prior permission of the owner to post it;
- Post Content that reveals trade secrets, unless you own them or have the express prior permission of the owner;
- Post Content that infringes on any other intellectual property, privacy or publicity right of another (including the Company);
- Transmit or transfer (by any means) information or software derived from the Site to foreign countries or foreign nations in violation of US export control laws;
- Interfere or attempt to interfere in any way with the Site’s or the Company’s networks or network security;
- Use or attempt to use the Services to gain unauthorized access to any other computer system; or
- Copy, store, or replicate any significant portion of the Content, except as required by law.
The Company will investigate actual, suspected or attempted violations of system or network security and may involve, and cooperate with, law enforcement authorities in prosecuting Site Users (for civil or criminal liability) who are involved in such violations. Site Users are prohibited from violating or attempting to violate the security of the Site, including, without limitation, the following:
- Accessing or attempting to access Content not intended for the Site User or logging into a server or account the Site User is not authorized to access;
- Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without authorization;
- Attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing” or “crashing”, or sending unsolicited e-mail(s), including promotions and/or advertising of products or services; or
- Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
The Company controls and operates the Site in the United States, and all Content is processed within the United States. The Company contracts for services with U.S. companies which apply to employees residing in the U.S. The Company does not target services to people in the European Union (EU) nor engage in any transfers of EU data subject personal information from the EU to the U.S. The Company does not represent that materials on the Site are appropriate or available for use in other locations. Site Users who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws. By using this site, Site Users consent to the Company’s processing of personally identifiable information the Company receives (in the Company’s systems in the U.S.). The Company is not responsible for any unlawful use of the Site or Services.
You agree to comply with all applicable laws, rules and regulations in connection with your use of the Site and Services. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of Content exported from the United States or the country in which you access the Site or Services.
As between you and the Company, the Company is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner and/or licensee of the Content and/or information on the Site, unless otherwise indicated.
Except as provided herein, use of the Site does not grant you a license to any Content, features or materials you may access on the Site, and you may not modify, rent, lease, loan, sell, distribute or create derivative works of such Content, features or materials, in whole or in part, or otherwise exploit any of the Content. Any commercial use of the Site is strictly prohibited, except as allowed herein or otherwise approved by the Company. You may not download or save a copy of any of the Content or screens for any purpose, and no material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except for as specifically allowed in the Site or as otherwise provided by the Company. If you make use of the Site, other than as provided herein, in doing so you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. The Company does not grant any license or other authorization to any user of our trademarks, registered trademarks, service marks, other copyrightable material or any other intellectual property by including them on the Site.
You grant the Company a non-exclusive, royalty-free, perpetual, transferable, irrevocable, and worldwide license to use, translate, modify, reproduce, adapt, publish, create derivative works from, distribute, perform, display and otherwise act with respect to anything you post, upload, share, store, or otherwise provide through the Site, in each case to enable the Company to provide the Services.
Links From and To the Site
Permission must be granted by us for any type of link to the Site. To seek our permission, you may write to the Company at 7361 Calhoun Place, Suite 600, Rockville, MD 20855, Marketing Manager, or info@XcelHR.com. The Company reserves the right to deny any request or rescind any permission granted by it to link through such other type of link, and to require termination of any such link to the Site, at its discretion at any time.
You agree to defend, indemnify and hold the Company, its affiliates, directors, officers, employees, agents, successors, and assigns harmless from any and all claims, liabilities, damages, costs and expenses, including, but not limited to, attorneys’ fees, in any way arising from, related to or in connection with your use of the Site, your violation of the Terms or the posting or transmission of any materials on or through the Site by you in violation of the Terms, including, but not limited to, any third party claim that any information or materials you provide infringes any third party proprietary right.
Disclaimer of Warranties
The Company does not warrant that the Site or the function, Content or Services made available thereby will be timely, secure, uninterrupted or error free, or that defects will be corrected. Company makes no warranty that the Site will meet users’ expectations or requirements. No advice, results or information, or materials whether oral or written, obtained by you through the Site shall create any warranty not expressly made herein. If you are dissatisfied with the Site, your sole remedy is to discontinue using the Site. Any Content downloaded or otherwise obtained through the use of the Site is done at your own discretion and risk and you will be solely responsible for any damage that results from the download of any such Content. The Company does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on or through the Site. The Company is not a party to, and does not monitor, any transaction between Site Users and third parties without the direct involvement of the Company.
YOU UNDERSTAND AND AGREE THAT THE SITE, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, FUNCTION, MATERIALS AND SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM USAGE IN TRADE, COURSE OF PERFORMANCE OR COURSE OF DEALING. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS, OR CONTENT OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICES OR THE SITE, OR THE CONTENT, MATERIALS AND FUNCTION RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF COMPANY OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE COMPANY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, $100.00.
You release the Company, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to the Services or the Site, or the Content, materials and function related thereto. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Maryland, without regard to the conflicts of laws provisions thereof.
Any claim or cause of action you may have with respect to the Company or the Site must be commenced within one (1) year after the claim or cause of action arose.
Arbitration Agreement. PLEASE READ THE FOLLOWING ARBITRATION TERMS CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM IT. Both you and the Company acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, the Company’s officers, directors, employees and independent contractors (collectively, “Personnel”) are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
Notices to you may be made via either email or regular mail. Notices to the Company shall be by email, certified or overnight mail. The Site may also provide notices of changes to the Terms or other matters by displaying notices or links to notices to you on the Site.
Please contact the Company with any questions or concerns in connection with this Agreement, the Site or the Terms at info@XcelHR.com or 7361 Calhoun Place, Suite 600, Rockville, MD 20855, Operations Director.
The Terms constitute the entire agreement between you and the Company and govern your use of the Site, superseding any prior agreements between you and the Company. You also may be subject to additional terms and conditions that are applicable to certain parts of the Site, including the Customer Service Agreement. You agree that no joint venture, partnership, employment, or agency relationship exists between the Company and you as a result of the Terms or your use of the Site.
The failure of the Company to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
You may not assign, delegate or transfer the Terms or any of your rights or obligations under the Terms in any way, without the Company’s express prior written consent. The Company may transfer, assign, or delegate these Terms and our rights and obligations without your consent. The Terms inure to the benefit of the Company’s successors, assigns and licensees. The section titles in the Terms are for convenience only and have no legal or contractual effect. © Copyright 2019 by XcelHR. All rights reserved.