BY CLICKING “I AGREE” OR DOWNLOADING, OR OTHERWISE USING THE SOFTWARE OR SERVICES (as defined below), YOU ARE CONSENTING TO ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY STOP USING THE SERVICES AND/OR SOFTWARE, RETURN, DELETE OR DESTROY ANY AND ALL COPIES OF THE SOFTWARE YOU AS THE SUBSCRIBER MAY HAVE AS YOUR GRANT OF A LICENSE AS PROVIDED HEREIN IS EXPRESSLY CONDITIONED UPON YOUR AGREEMENT AS PROVIDED HEREIN.
US4U may modify the terms of this Agreement from time to time and without prior notice, except that US4U shall post the most up to date version of this Agreement at www.myunemploymentclaims.com. it is your responsibility to check and stay informed of any changes. Your continued use of the Services following modification to this Agreement constitutes your express consent to be bound by the terms of the Agreement, as same is modified or amended.
“Account” means the account located upon the Infrastructure, created and maintained by Subscriber in order to access the Services.
“Device” means Windows® or non- Windows® servers, workstations, computers or any mobile devices upon which or through which the Services are used and/or installed.
“Infrastructure” means the technical systems, hardware and all connected devices of US4U or its third party suppliers used to provide the Services.
“Order” means the agreement to purchase Services as between Subscriber and US4U or Subscriber and/or authorized reseller of US4U.
“Services” means the various services and components thereof, the Software, any documentation both on and offline, as well as any modifications, derivatives, updates or upgrades as may be offered by US4U from time to time including but not limited to UCA-Lite, and which are subscribed to by the Subscriber via a Subscription. A Subscriber may choose to subscribe to one or more Services under his or her Subscription as may be offered by US4U from time to time.
“Software” means any cloud based web browser software which is provided solely for the purpose of accessing the Services.
“Subscriber” means an individual or entity (including that entity’s parent or affiliated companies) to which Services are provided by and as agreed to by US4U.
“Subscription” means the non-exclusive, nontransferable right to use the Services, as ordered by Subscriber, subject to the terms of this Agreement and the full and timely payment of the Subscription Fees.
“Subscription Fees” means the fees payable in respect of an Order.
“Virus or Malware” means programming or software code designed to damage, destroy or otherwise interfere with programs, software, and/or devices, not limited to: Trojans; any Windows temporary files of any kind (including, without limitation, any *.p or ~*.* files); worms, and/or corrupted files.
“US4U” means Unemployment Solutions for You, LLC, a California limited liability company, located at 24307 Magic Mountain Pkwy, Suite 410. Valencia, California 91355.
“US4U Agents” means US4U’s officers, directors, employees and third party suppliers and licensors.
Subject to the terms and conditions of this Agreement, and the payment of all applicable Subscription Fees as set forth in the Order, US4U shall make commercially reasonable efforts to provide the Services to Subscriber in accordance with the applicable Order as well as any written communication by US4U to Subscriber, including any then-current product documentation as posted on www.myunemploymentclaims.com from time to time. This Agreement applies to the Subscriber that uses the Services or that installs, otherwise uses or permits the installation of the Software on one or more Devices as owned, operated or overseen by them to facilitate the provision of monitoring, reporting, or any other services provided to Subscriber by US4U. Throughout the Subscription, unless terminated in accordance with the terms herein, US4U grants Subscriber the following rights only if Subscriber complies with all of the terms of this Agreement:
a. The Subscription begins at the time the Subscriber’s Subscription is activated by US4U (other than on a trial basis) and thereafter continues in effect until the date of termination as set forth hereinafter.
b. A Subscription may terminate in whole or in part, due to (i) Subscriber’s cancellation, or breach of any of terms of this Agreement including non-payment of any Fees when due; or (ii) upon expiration of the respective Subscription term subscribed to by Subscriber in the relevant Service Order and non-renewal of such Subscription.
c. Subscription Fees are non-refundable if Subscriber cancels or the Subscription is terminated without cause. As of the effective date of cancellation or termination and the expiration of a period of 30 days thereafter, Subscriber shall no longer be able and shall have no further right to access or use the particular Services which have been cancelled or terminated. All licenses granted hereunder shall be term licenses for the term set forth in the relevant Service Order. In the event Subscriber wishes to have all data on the server returned, US4U will burn the data onto a hard drive and FedEx to Subscriber at a cost of $250 USD per 6 gigabytes of data.
d. US4U reserves the right to withdraw the free Services (i.e., the processing of 3 claims in 3 calendar months) in the future at any time. US4U will provide notice of such cancellation on the website.
e. Fees will be charged on a per claim basis. A claim is defined as an initial, base-period, transitional, additional and re-open claim.
3. GRANT OF RIGHT OF USE
Subject to the terms and conditions of this Agreement, during the Subscription Period, US4U is granting you, the Subscriber, with a limited, non-transferable, non-exclusive, and non-sublicensable, limited subscription-based license to access the US4U Services and use the Software pursuant to the terms of this Agreement. For avoidance of doubt, neither the software nor the Services are being sold to you and you shall have no right to receive a copy of the object code or source code to either the software or the Services. Subscriber may install multiple copies of the Software on different Devices for the sole purpose of (i) installing them on Devices to be monitored in the course of the provision of the Services and (ii) in accordance with a Subscriber’s Subscription. This Agreement covers any updates, new releases or enhancement(s) of the Services and/or Software, which US4U may make available to Subscriber from time to time.
4. ACCOUNT; SECURITY
Subscriber acknowledges and agrees that it is responsible for providing the following: (i) all equipment, such as a computer and modem necessary to access the Internet; (ii) its own access to the Internet, including without limitation an internet browser that can properly support the Services; and (iii) payment of all telephone or other fees associated with such access.
During the Subscription Period, US4U will provide Subscriber with the technical support (“Support”) solely via email. Should a Subscriber have any questions regarding the Software and/or the Services, Subscriber must send an email to [email protected]. No other support will be given. In addition, US4U will not provide any advice with respect to the actual unemployment claims process, the merits of a given claim, or the likelihood of success in disputing a claim.
7. SUBSCRIBER’S CONDUCT; CONTENT OF DATA
Subscriber must comply at all times with any and all applicable local, state, federal international laws and treaties laws. Subscriber warrants that it has obtained sufficient consent and rights (i) to access any third party’s or End User’s systems or networks, and (ii) access, use and store all data and files on the Infrastructure or otherwise use via the Services such data and information. US4U reserves the right, with or without notice to you, to remove any data and files from its Infrastructure that US4U in its sole discretion believes or suspects is: (a) Virus or Malware; (b) is illegal, libelous, abusive, threatening, harmful, vulgar, pornographic, obscene; (c) is used for the purpose of spamming, chain letters or the use or dissemination of objectionable material of any kind or nature (d) is used in such a manner as to cause offense, defame or harass; or (e) infringes the intellectual property rights or any other rights of any third party.
8. CONSENT TO USE DATA
US4U and the US4U Agents collect, process and use your data for the implementation and processing of the contractual relationship with you, in particular for successfully providing the Services to you. Beyond that, your data will not be used without your prior consent, in particular not for advertising purposes. Non-personal data may be used and collected automatically to offer you first-class service, especially to facilitate and improve the provision of software updates, Support, Content and other services to Subscriber.
9. DATA OWNERSHIP
We respect your right to exclusive ownership of your published and stored content in the Services, including but not limited to claimant names, social security numbers, addresses, claim amounts, and related content created or stored by you and any type of data that identifies you or any specific claimant (the “Confidential Information”). Unless specifically permitted by you, your use of the Services does not grant US4U the license to use, reproduce, adapt, modify, publish or distribute the Confidential Information content created by you or stored in your US4U Account for US4U’s commercial, marketing or any similar purpose. You expressly grant US4U the right to use and analyze aggregate system activity data associated with use of the Services by you and other subscribers for the purposes of optimizing, improving, or enhancing the way the Services operate, and to create new features and functionality in connection with the Services in the sole discretion of US4U.
10. DATA PROTECTION
Each party shall comply with its respective obligations under applicable data protection laws (“DPL”). Neither party shall do any act that puts the other party in breach of its obligations as pursuant to this Section, nor shall anything in this Agreement be deemed to prevent any party from taking any action it reasonably deems necessary to comply with DPL. Subscriber agrees that during the course of this Agreement: (i) in respect of data Subscriber collects, accesses or otherwise uses, Subscriber alone shall determine the purposes for which and the manner in which personal data is, or will be, processed; (ii) Subscriber is the data controller in respect of all personal data Subscriber may process; and (iii) Subscriber consents and, in the event Subscriber processes any third party data, has obtained the consent from such third party, to send its personal data to US4U. US4U agrees that, with Subscriber’s express consent, it is the data processor in respect of the personal data processed as provided by Subscriber. Subscriber warrants and undertakes that any instructions given by Subscriber to US4U will at all times be in accordance with the requirements of DPL. Subscriber shall fully indemnify US4U against any loss, damages, liability and costs (including attorneys’ fees) incurred by US4U as a result of any breach of DPL by Subscriber.
US4U shall comply with requests for information from legitimate judicial, legal or regulatory authorities or pursuant to any court order or a subpoena, discovery request or other lawful process that US4U receives. US4U may comply with these subpoenas or court orders with or without notice to Subscriber.
Except as otherwise expressly provided under this Agreement, Subscriber shall have no right and Subscriber shall not permit any third party to: (i) harm, disrupt or otherwise engage in activity that diminishes the US4U brand, Services, or Infrastructure; (ii) use the Services in a manner that results in excessive bandwidth or storage or exceeds the Permitted Usage, as solely determined by US4U, (iii) transfer, assign or sublicense the limited rights granted to Subscriber in this Agreement to any other person, or entity, or use the Services other than as authorized; any such attempted transfer, assignment, sublicense or unauthorized use shall be void; (iv) make error corrections to or otherwise modify or adapt the Services or decompile, decrypt, disassemble, reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Services or of any files contained or generated using the Services by any means whatsoever or otherwise reduce the Services to human-readable form, except to the minimum extent expressly permitted under applicable law notwithstanding this restriction; (v) use or permit the Services to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of US4U; or (vi) attempt to alter, circumvent or provide the method or means to circumvent any disabling mechanism in the Services; or (vii) use the Services in any manner not expressly authorized herein; or (viii) alter, remove or fail to reproduce any proprietary notices from the Services; or (ix) misrepresent any person or entities identity, impersonate any person or attempt to gain access to any Account, the Infrastructure or the networks or property of any third person, without authorization.
12. SUBSCRIBER ACCESS AND SERVICE UPDATES
By agreeing to these Terms, you will be provided access to the Services on the terms and conditioned outlined herein from time to time. US4U reserves the right to deny Subscriber’s access to the Services from time to time in order to permit US4U to perform routine or emergency maintenance, bug fixes or upgrades. US4U shall use commercially reasonably efforts to notify Subscribers of anticipated material disruptions in the Services and shall make commercially reasonable efforts to schedule such activities at non-peak user hours. US4U is not responsible for outages or service degradations where systems, programs, data, or processes that are controlled, supplied or operated by you are contributing factors to the outage or service degradation. In addition, where the Services are Internet-based, you acknowledge and agree that US4U cannot control the flow of data between its servers, other portions of the Internet and your connections and computers. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions caused by these third parties can impair your connections to the Internet. Although US4U will use its commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, it cannot guarantee that they will not occur.
13. INTELLECTUAL PROPERTY RIGHTS
US4U, both the word and mark, and the logos are the trademarks of US4U. You agree not to display or use, in any manner, the US4U trademarks, without US4U’s express written permission. The Services are protected by world-wide copyright, trademark, patent and other intellectual property laws and treaties and belong to US4U, its licensors and any applicable US4U Agent. Subscriber acknowledges that (i) rights in the Services are licensed (not sold) to Subscriber, and (ii) that Subscriber shall have no rights or title in, or to, the Services other than the right to use them in accordance with the terms of this Agreement and (iii) Open Source and / or third-party software may be incorporated into the Services. US4U, its licensors and any applicable third parties, own all title, copyright, and other intellectual property rights in and to the Services. The Services, in all formats existing, are a trade secret of and proprietary to US4U, its suppliers and / or licensors, including but not limited to, the specific internal code, design and structure of individual programs and software, the display and associated interface information. Subscriber shall not disclose the confidential aspects of the Services to third parties.
14. THIRD PARTY COMPONENTS; OPEN SOURCE
Part of the Services may incorporate third party proprietary software and/or services. If and to the extent such third party services or software are an integral part of the Services, such third parties shall be deemed US4U Agents and the terms of this Agreement shall apply to such US4U Agents. If, and to the extent Subscriber contracts independently with independent third parties, the terms of such third party contract shall apply to the relationship between Subscriber and such independent contractor and US4U shall have no liability in respect thereof. In addition, part of the Services may incorporate and consist of third party open source software (“Open Source”), which Subscriber may use under the terms and conditions of the specific license under which the open source software is distributed. Subscriber agrees that Subscriber will be bound by any and all such license agreements. Title to software remains with the applicable licensor(s). Any Open Source provided with or contained in the Services is provided AS IS and without any warranty of any kind.
15. SERVICE EVALUATIONS AND FREEWARE
With US4U’s consent, Subscriber may evaluate the Services for up to three (3) claims (the “Free Claims”) at no cost. Upon processing the Free Claims, Subscriber must either license the Services or cease all use of such Services. Subscriber’s use of the Services during an evaluation period or for any Service that is offered as freeware shall be without warranty of any kind and is provided AS-IS. US4U has no duty to provide support to Subscriber during any evaluation period or for any Service offered as freeware.
16. BETA TESTING
Beta versions of Services may be provided to Subscriber. If and to the extent such beta versions are provided to Subscriber, they are provided without warranty of any kind AS-IS and subject to the Confidentiality conditions above. Such provision is done only for the purpose of assisting US4U with testing functionality or compatibility and on the express condition that Subscriber provides US4U with truthful, accurate and complete feedback, comments, and analysis in whatever format Subscriber may wish (“Contribution”). Subscriber expressly acknowledges that Subscriber participation in any beta testing is undertaken by Subscriber on a volunteer basis and that Subscriber shall have no right in the beta Services or Contribution, whether in original form (as provided to Subscriber) or in respect of any derivative work (whether or not based upon, in whole or in part, on any participation or feedback Subscriber may make). Notwithstanding the foregoing, Subscriber agrees to grant to US4U a royalty free, perpetual, transferable license to commercially use and sub-license in US4U’s sole discretion, any and all Contributions.
17. DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED TO SUBSCRIBER ON AN AS IS AND AS IS AVAILABLE BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS WARRANTY AND THE REMEDIES HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, WARRANTIES FOR LATENT OR HIDDEN DEFECTS. US4U DOES NOT WARRANT THAT THE SPECIFICATIONS OR FUNCTIONS CONTAINED IN THE SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. FURTHERMORE, US4U DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES PROVIDED IN RESPECT OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. IF THIS EXCLUSION IS NOT PERMITTED BY LAW, US4U LIMITS ANY EXPRESS,STATUTORY OR IMPLIED WARRANTIES AS TO DURATION TO THE EXTENT OF THIS LIMITED WARRANTY AND THE REPAIR OR REPLACEMENT REMEDY AS DETERMINED BY US4U IN ITS SOLE DISCRETION.
18. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL US4U OR THE US4U AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, UNDER ANY THEORY OF LAW OR FAULT OF US4U OR ANY OF THE US4U AGENTS, AND EVEN IF US4U OR ANY OF THE US4U AGENTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO DEATH OR PERSONAL INJURY CLAIMS.US4U EXCLUDES ANY LIABILITY FOR FAILURE TO REPAIR ANY SERVICES.
Subscriber agrees to indemnify, defend, and hold US4U and the US4U Agents, harmless from and against any and all damages, fines, penalties, assessments, liabilities, losses, costs and expenses (including attorneys’ fees, expert fees and out-of-pocket expenses) in connection with(i) Subscriber’s use of the Services, (ii) Subscriber’s violation of the terms of this Agreement, (iii) Subscriber’s violation of any third-party rights, including any intellectual property rights, (iv) Subscriber’s misuse or fraudulent use of credit and debit cards, (v) any claims that the Services or any party thereof were exported or otherwise shipped or transported by Subscriber in violation of applicable laws, rules and regulations, or (vi) any claim of misuse of the Services, including but not limited to any claim that Subscriber is storing illegal files or data in its Account.
20. EFFECT OF TERMINATION
Without prejudice to any other rights, US4U may suspend or terminate, in part or in whole, without notice, Subscriber’s use of the Services and this Agreement if Subscriber does not abide by its terms, in which case Subscriber must cease all use of the Services, destroy all copies (including any components) of the Services, or, at US4U’s request, return such copies to US4U. Sections 9, 11, 13, 17, 18, 19, 22 and 27 shall survive any termination of this Agreement.
21. ENTIRE AGREEMENT
22. GOVERNING LAW
This Agreement shall be governed by, subject to and construed in accordance with the laws of the State of California, excluding its conflict of laws provisions and the parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in California, and the parties waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
Subscriber agrees that US4U may refer to the name of Subscriber corporation as a customer of US4U , both internally and in externally published media; any additional disclosure by US4U with respect to Subscriber or Subscriber company shall be subject to Subscriber’s prior written consent.
24. EXPORT CONTROLS
Subscriber agrees that the Services will not be used, shipped, transferred or exported into any country or to anyone: (i) which the EU or UN has embargoed goods; (ii) where the national legislation of the relevant EU Member State has embargoed goods; (iii) listed in any enacted Common Position on restrictive measures imposed by the EU; (iv) on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (v) in any manner prohibited by the EU Common Foreign and Security Policy, the United States Export Administration Act, or any other export laws or regulations. By using the Services, Subscriber represents that Subscriber is not located in, under the control of, or a national or resident of any such country or on any such list and Subscriber takes full and sole responsibility for such use.
25. FEES AND TAXES
US4U reserves the right at any time to modify fees for access to portions or whole of any or all of the Services. However, such modified fees shall not be charged unless your agreement to pay such charges is obtained. Thus, if at any time US4U requires a different fee for any of the Services, you will be given reasonable advance notice of such fees and the opportunity to cancel your membership before such charges are due to be imposed. If you elect not to pay such modified fees, US4U shall have the right to cease providing some or all of such Service to you.
Any sales, use, value added or other taxes (including applicable withholding taxes), shall be borne by the Subscriber. Accordingly, Subscriber shall pay or (if paid by US4U) reimburse US4U for all such taxes based on this License or any fees payable hereunder (but not any taxes based upon US4U ‘s revenues or income), together with any interest on such taxes if not due to US4U ‘s delay.
26. U.S. GOVERNMENT RIGHTS
If Subscriber is obtaining Software on behalf of any part of the United States Government, the Software and any documentation shall be deemed “Commercial Off the Shelf Software” and “Commercial Computer Software Documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR 12.212 and 52.227-19, as applicable. Any use, modification, revision, release, performance, display or disclosure of the Software shall be governed solely by the terms of this Agreement.
27. EQUITABLE RELIEF
The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof (without any requirement to post bond or guarantee), in addition to any other remedy to which they are entitled at law or in equity.
The delay or failure of either party to exercise any right provided in this Agreement shall not be deemed a waiver. This Agreement: (i) may not be amended by Subscriber, but US4U may amend this Agreement from time to time and shall post any amended Agreement on its website at www.myunemploymentclaims.com, (ii) constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes all written and oral prior agreements, negotiations and discussions between the parties relating to it, and (iii) is for the sole benefit of US4U and Subscriber and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. If any provision of this Agreement shall be held to be illegal, void or unenforceable by any court of competent jurisdiction or arbitral tribunal, such provision shall be of no force and effect and shall not impair the enforceability of any other provision of this Agreement and the parties agree that the relevant provision shall be deemed replaced by such provision which is binding and enforceable and which differs as little as possible from the non-binding and/or non-enforceable provision, taking into effect the object and purpose of this Agreement. The remedies of the parties under this Agreement are cumulative and will not exclude any other remedies to which the respective party may be lawfully entitled. All notices must be in writing and shall be mailed by registered or certified mail (effective on the third day following the date of mailing), or sent via email to [email protected] (with evidence of effective transmission). All notices must be addressed to McDowell Odom LLP, 28494 Westinghouse Place Suite 213, Valencia, California, 91355. Subscriber may not assign, pledge or otherwise transfer this agreement, nor any rights or obligations hereunder in whole or in part to any entity. Paragraph headings are for convenience and shall have no effect on interpretation.