Able Software Inc. and its affiliates (collectively, “Able Software,” or “we,” “us,” “our”) respect your concerns about personal data protection and value our relationship with you. This Privacy Policy (the “Policy”) applies to personal data collected through Able Software web sites, web pages, portals, interactive features, job candidate applications, in person interviews, mobile or web applications, video and telephone interviews, telephone support lines, e-mail, blogs, message boards, and their respective contents, career web sites such as LinkedIn and Career Builder, in addition to our Twitter, Facebook or other social networking sites, and their respective contents (collectively, the “Services”), whether accessed via computer, mobile device or other device.
This Policy describes the types of personal data we collect through the Services and how that personal data may be used and/or with whom it may be shared.
BY USING THE SERVICES, YOU EXPRESSLY CONSENT TO THE PROCESSING OF YOUR PERSONAL INFORMATION ACCORDING TO THIS PRIVACY POLICY. YOUR PERSONAL INFORMATION MAY BE PROCESSED IN THE COUNTRY WHERE IT WAS COLLECTED AS WELL AS OTHER COUNTRIES (INCLUDING THE UNITED STATES) WHERE LAWS REGARDING PROCESSING OF PERSONAL INFORMATION MAY BE LESS STRINGENT THAN THE LAWS IN YOUR COUNTRY.
Children Under 13 Years of Age
Children under 13 years of age are not permitted to use the Services for any purpose and Able Software does not collect personally identifiable information about children under the age of 13. Users may not provide personal information about any person under 13 years of age. If you believe that personal information about a child has been provided to Able Software without the consent of his or her parent or guardian, please contact us at privacyofficer@ableteams.com. If we become aware that personally identifiable information about a child under age 13 has been provided, we will delete such information.
Registration Password
Ultimately, you are solely responsible for maintaining the secrecy of your password and/or account information. To ensure effectiveness of your password, we recommend that you do not disclose your user identification or password to anyone. Please be careful and responsible whenever you are online.
The Information We Collect
When you register to use the Services or to apply for a job the Services will collect personal information about you to give you the best user experience possible. During the registration process you may be asked to input personal information to create an account such as name, email address, city, state and zip code and may be asked additional profile questions regarding your use of the Services. When you apply for a job you may need to provide personal data such as your name, home address, telephone number, e-mail address, Social Security Number, education and job history, criminal convictions, salary requirements, and current resume through the Services.
Able Software collects such information only insofar as is necessary or appropriate to fulfill the purpose of your interaction with the Services.
When you visit the Website or use the App, the Services may collect anonymous, aggregated data regarding your activities. This anonymous, aggregated data cannot be linked or otherwise used to identify you. We may share aggregated information that includes non- identifying information with third parties for industry analysis and demographic profiling. Users of the Services shall not be entitled to any compensation stemming from the use of such aggregated or non-identifying information.
Use and Disclosure of your Personal Information
Able Software will use the personal information you submit to us to provide you full access and functionality of the Services. Accordingly, personal information may be used for the following purposes: (i) to provide and improve our services, features and content; (ii) to administer your use of our services and accounts; (iii) to enable users to enjoy and easily navigate the Services; (iv) to better understand your needs and interests; (v) to fulfill requests you may make; (vi) to personalize your experience; (vii) to provide you with announcements, notifications related to your use of the Services and other communications such as electronic newsletters, promotional e-mails or similar messaging; (viii) to provide service announcements; (ix) to protect against users seeking to hack into the Services; and (x) to assess the level of general interest in the Services and specific information included in the Services.
Except as provided elsewhere in this policy Able Software will not disclose your personal information to third parties outside of Able Software and its service providers, affiliates, vendors and business partners unless Able Software has the good faith belief that disclosure is reasonably necessary to:
If Able Software discloses your personal information pursuant to one of the above-mentioned conditions, it will do so only to the extent necessary.
Security of your Personal Information
Able Software is committed to protecting your personal information. We regularly test our facilities and use a variety of security technologies and procedures to help protect your personal information from unauthorized access, use or disclosure.
Use of Cookies
As you use the Services, certain information may also be collected passively, including your Internet protocol (IP) address and the browser that you use to visit the Site. Able Software may also store a small text file called a “Cookie” on your computer to store your login information (if any) and your personal preferences for the Services. Able Software may use both session Cookies (which expire once you close your web browser) and persistent Cookies (which stay on your computer until you delete them). You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you would prefer not to accept cookies, most browsers will allow you to: (i) change your browser settings to notify you when you receive a cookie, which lets you choose whether or not to accept it; (ii) to disable existing cookies; or (iii) to set your browser to automatically reject any cookies. However, please be aware that if you disable or reject cookies, some features and services on our Site may not work properly because we may not be able to recognize and associate you with your Able Software account(s). In addition, the offers we provide when you visit us may not be as relevant to you or tailored to your interests. After you register and enable Cookies, we may associate this information with personal information that we have collected from you.
Links to Other Web Sites
The Website may contain links to other web sites that are not owned or controlled by Able Software. The provision of such links is for your convenience and does not signify our endorsement of such web sites or location or its contents. We have no control over, do not review and are not responsible for the privacy policies of or content displayed on such other web sites.
Privacy Policy Changes
We reserve the right to modify this privacy policy from time to time without notice. Please review this privacy policy each time you visit the Services so that you will be apprised of any changes. Your continued use of the Services subsequent to any posted changes to this Policy means you accept those changes. We will provide notice to you if these changes are material and, where required by applicable law, we will obtain your consent.
Data Transfers
For users outside the United States, please note that any personally-identifiable information you enter into the Services will be transferred out of your country and into the United States. You consent to such transfer through your use of the Services. You also warrant that you have the right to transfer such information outside your country and into the United States.
Your Rights and Responsibilities
You are permitted, and hereby agree, to only provide personal information to Able Software if such personal information is accurate, reliable, and relevant to our relationship and only to the extent such disclosure will not violate any applicable data protection law, statute, or regulation.
You may have certain rights under applicable data protection law with respect to personal information about you that is collected through the Sites or when you contact or otherwise engage with us. To exercise any of these data privacy rights, please contact us, or have your authorized agent contact us, in accordance with the “Contact Us” section listed below. In the event you submit, or your authorized agent submits on your behalf, a data request, you (and your authorized agent) hereby acknowledge and agree, under penalty of perjury, that you are (or the authorized agent of) the consumer whose personal information is the subject of the request. We will respond to any data requests within the timeframes required by law, and we may charge a fee to facilitate your request where permitted by law.
Marketing. You have the right to opt-out of receiving electronic direct marketing communications from us. All electronic direct marketing communications that you may receive from us, such as e-mail messages, will give you an option of not receiving such communications from us in the future.
California Privacy Rights. California Civil Code Section § 1798.83 permits users of the Sites that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. Pursuant to the California Consumer Privacy Act of 2018, as amended (“CCPA”), California residents may have certain data privacy rights, such as the right to be notified about what personal information categories are collected about you, and our intended use and purpose for collecting your personal information. You have the right to request access to your personal information and, to the extent feasible, request that it be transmitted in certain forms and formats. You may have the right to request that we (and any applicable service provider) delete your personal information. You have the right not to be subject to discrimination for asserting your rights under the CCPA. If you make, or an authorized agent on your behalf makes, any request related to your personal information, Able Software will ascertain your identity to the degree of certainty required under the CCPA before addressing your request. Able Software may require you to match at least three pieces of personal information we have previously collected from you before granting you access or otherwise responding to your request.
Do Not Track. Some web browsers may transmit “do-not-track” signals to the Sites with which the user communicates. Because of differences in how web browsers incorporate and activate this feature, it is not always clear whether users intend for these signals to be transmitted, or whether they even are aware of them. We currently do not take action in response to these signals.
European Union (EU) Privacy Disclaimer
Able Software processes personal information in accordance with the legal bases set forth in the EU General Data Protection Regulation (GDPR) or EU Member State law. For example, our processing of Personal Data on individuals (as described above) is justified based on statutory provisions that (1) processing is based on the consent; (2) processing is necessary for Able Software’s legitimate interests as set out herein; (3) processing is necessary for the performance of a contract to which you are a party; and, (4) Able Software is required to comply with a legal or statutory obligation in the EU or a Member State. If you are in the EU or afforded protection under the GDPR, you may have certain rights with respect to the Personal Data. To the extent permitted by applicable data protection laws, you may access the Personal Data we hold about you; request that inaccurate, outdated, or no longer necessary information be corrected, erased, or restricted; and, request that we provide your Personal Data in a format that allows you to transfer it to another service provider. You also may withdraw your consent at any time where we are relying on your consent for the processing of your Personal Data. You may object to our processing of your Personal Data where that processing is based on our legitimate interest. You have the right to lodge a complaint with your competent data protection authority. Able Software transfers personal data outside the EU in accordance with standard contractual clauses adopted by the European Commission, or other approved safeguards (e.g., Privacy Shield, consent). If you wish to exercise any of these rights, please contact us in accordance with the instructions provided below.
Nevada Privacy Disclaimer
Pursuant to Nevada law, a Nevada “consumer” (as the term is defined therein), may, at any time, submit a verified request through a designated request address to an “operator” directing the operator not to make any sale of his or her personal information that the operator has collected or will collect about the consumer. For clarity purposes, Able Software does not sell or exchange your personal information for monetary consideration to a third party for the third party to license or sell the information to additional persons or parties.
We Do Not Sell Your Personal Information
Able Software does not, to the best of our knowledge, sell or rent personal information that we have collected or retain about you to any other third-party for any purpose. Accordingly, we do not offer individuals the ability to “opt-out” of the selling or renting of personal information because we do not engage in those practices.
Our Data Retention Criteria
The period during which we store your personal information varies depending on the purpose for the processing. For example, we store personal information needed to provide you with products and services, or to facilitate transactions you have requested, for so long as you are a customer of Able Software. We store your personal information for marketing purposes until you have opted-out of receiving further direct marketing communications in accordance with applicable law. In all other cases, we store your personal information for as long as is needed to fulfill the purposes outlined in this Privacy Statement, following which time it is either anonymized (where permitted by applicable law), deleted or destroyed.
Contact Us
If you have any questions about this policy or our site in general, please contact us at:
Able Software
2515 Jay Avenue
Suite 101
Cleveland, Ohio 44113
By e-mail to: privacyofficer@ableteams.com
By telephone at: 216-816-0086
Changes to this Policy
This Policy may be amended from time to time, consistent with the requirements of applicable law. A notice will be posted by Able Software on this Site when this Policy is changed.
Capitalized terms used in these Terms of Service are defined in §11 below.
These are the “Terms of Service” referenced in the Order Form. The Order Form is a legally enforceable contract between Able Software and the Customer and the reference to these Terms in the Order Form means that these Terms apply, and are enforceable, in the same way as they would if they were included in the Order Form.
1. License Terms. Able Software grants the Software License to the Customer as of the Start Date. The Customer may not allow any party other than the Customer Users to use the Software Product (whether directly or indirectly). As between Able Software and the Customer, all of the rights in, the title to and all of the interests in the Software Product are Able Software’s.
2. Fees; Invoices; Expenses. On or immediately after the Signature Date, Able Software will invoice the Customer for the Setup Fees set forth in the Order Form. On or immediately after the Start Date, Able Software will invoice the Customer for the initial installment of the Subscription Fee(s) set forth in the Order Form, and thereafter, will invoice the Customer for each subsequent installment of the Subscription Fee(s) set forth in the Order Form. If the Subscription Term is longer than one year, Able Software will invoice the Customer for each subsequent year at the Subscription Fee set forth in the Order Form; provided however that the Subscription Fee tier may be increased if the number of hires made by the Customer annually during prior year exceeded the selected plan. Able Software may deliver additional invoices for any other of the Amounts Due. The Customer will pay the undisputed portion of the Amounts Due within the 15 days that follow Able Software’s delivery of each invoice. Interest at a monthly rate of 1% of the Amounts Due will accrue on any Amounts Due by the Customer that are not disputed during, and remain unpaid at the end of, such 15-day period. The Customer will reimburse Able Software for any amounts incurred in collecting any of the Amounts Due (including reasonable attorneys’ fees). The Customer will also reimburse Able Software for any sales, use or other similar taxes due or payable as a result of any of the Amounts Due. These taxes, however, may not include any tax attributable to Able Software’s income, profits or the like.
3. Customer Data. By allowing the Customer Users to input Customer Data into the Software Product, the Customer represents and warrants to Able Software that the Customer has the full right and authority under applicable law to collect Customer Data and input such Customer Data into the Software Product. The Customer acknowledges that, for purposes of applicable data laws, Customer makes decisions regarding the purposes and means of processing personal data and Able Software processes Customer Data on behalf of Customer. Able Software will not access, use or disclose Customer Data except as reasonably necessary to provide Customer with access to and functionality of the services available on the Software Product and to carry out its obligations under these Terms. Customer represents that providing Customer Data for Able Software to collect and use as set forth in the Privacy Policy is in compliance with applicable data laws.
4. Parties’ Obligations.
4.1 The Customer will cause the Customer Users to (a) use the Software Product in accordance with these Terms and the Terms of Use and (b) comply with the Privacy Policy. The Customer will be responsible for the Customer Users’ use of the Software Product, including ensuring that the Customer Users safeguard the passwords that permit access to the Software Product and prohibiting the Customer Users from using the Software Product other than for its intended purpose (including inputting into the Software Product, whether as Customer Data or otherwise, any inaccurate, incomplete, mislabeled, deceptive, inappropriate, offensive or harmful material).
4.2 Able Software may, at its expense, audit and copy any of the Customer’s books, records and other documents as Able Software may deem reasonably necessary to verify the Customer’s hires and other information used by either Party in anticipation of entering into the Order Form or in making any calculation according to these Terms. Any such audit will be held during the Customer’s regular business hours on any mutually agreeable Business Day(s).
4.3 Upon Able Software’s reasonable request, the Customer will (a) act as a reference in Able Software’s sales and marketing initiatives and (b) work with Able Software to issue press releases and participate in media interviews, case-and market-research studies. Each Party may publicize that it is has entered into the Agreement with the other, provided, however, that, except as required by applicable law or court order, neither Party may (a) disclose the specific terms of the Agreement (including pricing) and/or (b) use the logos or trademarks of the other Party, without the consent of such other Party, which consent may not be unreasonably withheld. For the avoidance of doubt, delivery by either Party of its logo to the other Party constitutes such delivering Party’s consent to use of such logo by such other Party.
5. Confidentiality.
5.1 If the Customer delivers Confidential Information to Able Software, Able Software will (a) use such Confidential Information solely for the purpose of carrying out its obligations according to these Terms, (b) hold such Confidential Information in confidence and take reasonable precautions to protect such Confidential Information (including all precautions that such it employs with respect to its confidential materials) and (c) not divulge any such Confidential Information or any information derived therefrom to any third-party other than to those of its employees and other affiliates who have a reasonable need to know such information. Able Software’s obligations in this §5.1 may not be applied (a) to any Confidential Information that (1) is or becomes (through no improper action or inaction by Able Software or any of its employees or other affiliates) generally available to the public, (2) was in its possession or known by Able Software to receiving it from the Customer disclosing the same, (3) was properly disclosed to Able Software without any obligation of confidentiality or (4) was discovered or created by Able Software without reliance on such Confidential Information or (b) to disclosures required by applicable law or court order.
5.2 Notwithstanding that set forth in §5.1, Able Software may access, read, preserve and/or disclose any information (including Confidential Information) it reasonably believes is necessary (a) to satisfy any applicable law and/or governmental request, (b) to respond to user support requests, (c) to detect, prevent, or otherwise address fraud, security and/or technical issues, (d) to enforce these Terms and/or (e) protect either Party’s, or any third-party’s, rights, property or safety.
6. Representations & Warranties. The Customer represents and warrants to Able Software that it had and/or has the full right, power and authority to enter into the Order Form and to fully perform according to these Terms. Able Software represents and warrants to the Customer that (a) it had and/or has the full right, power and authority to enter into the Order Form and to fully perform its obligations according to Terms, (b) it has the full right, power and authority to grant to the Customer the rights and licenses described herein and (c) it has not knowingly infringed upon the intellectual property rights of any third-party or knowingly misappropriated the trade secrets of any third-party in granting the Software License to the Customer.
7. Limitations on Liability.
7.1 THE SOFTWARE PRODUCT IS PROVIDED BY ABLE SOFTWARE ON AN “AS IS” BASIS. ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED OR CONTRACTUAL OR STATUTORY, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITATION, ABLE SOFTWARE NEITHER REPRESENTS AND WARRANTS, NOR COVENANTS, THAT (a) THE OPERATION AND/OR USE OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, (b) THE SOFTWARE PRODUCT WILL PERFORM IN EVERY OPERATING ENVIRONMENT, (c) ALL DEFICIENCIES OR ERRORS IN THE SOFTWARE PRODUCT ARE CAPABLE OF CORRECTION OR (d) THE SOFTWARE PRODUCT MEETS ANY MINIMUM REQUIREMENTS, WHETHER OR NOT SPECIFIED. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED.
7.2 IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES PAID BY CUSTOMER TO ABLE SOFTWARE IN THE CALENDAR YEAR IN WHICH THE CLAIM IS BROUGHT. THE PARTIES AGREE THAT ABLE SOFTWARE WILL BE LIABLE FOR DAMAGES ONLY IF IT FAILS TO EXERCISE ORDINARY CARE, AND THAT IT WILL BE DEEMED TO HAVE EXERCISED ORDINARY CARE IF ITS ACTION OR FAILURE TO ACT IS IN CONFORMITY WITH COMMERCIALLY REASONABLE PRACTICES.
7.3 NEITHER PARTY MAY BE HELD LIABLE TO THE OTHER, OR TO ANY THIRD-PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS) ARISING FROM ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO THE AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT OR TORT (WHETHER UNDER A THEORY OF NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY
THEREOF.
7.4 UNDER NO CIRCUMSTANCES MAY ABLE SOFTWARE BE DEEMED OR HELD LIABLE IN ANY WAY WHATSOEVER IN RESPECT OF THE CUSTOMER DATA INPUT INTO THE SOFTWARE PRODUCT, INCLUDING ANY ERRORS OR OMISSIONS IN THE CUSTOMER DATA, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE CUSTOMER DATA.
7.5 EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS RELIED UPON THE LIMITATIONS ON LIABILITY SET FORTH IN THIS §7 AND IN §8 AND, BUT FOR THEIR INCLUSION HEREIN, WOULD NOT HAVE ENTERED INTO THE AGREEMENT.
7.6 In the event of a Customer Claim alleging Able Software made a misrepresentation in clause (c) of §6, Able Software will have the right to immediately terminate the Software License as to that portion, or those portions, of the Software Product contemplated in such Customer Claim and/or (a) procure for the Customer the right to use that portion, or those portions, of the Software Product contemplated in such Customer Claim and/or (b) provide a non-infringing substitute that would not give rise to a Customer Claim, provided, however, that any exercise of such right may not be deemed to limit the applicability of any other limitation on liability set forth in these Terms.
8. Indemnification.
8.1 Able Software will indemnify, defend and hold harmless the Customer and the Customer Users from and against any liabilities, costs, fees and/or damages that arise out of any Customer Claim. The Customer will notify Able Software of each Customer Claim as soon as the Customer is aware of its occurrence and provide to Able Software any information or documents related to the Customer Claim and/or otherwise requested by Able Software. Able Software may control the defense of any Customer Claim brought by a third-party. Able Software may also decide if and when to settle any Customer Claim brought by a third-party provided that, in connection with such settlement, the Customer is released from liability with respect to such Customer Claim. If Able Software’s defense and/or settlement of any Customer Claim is compromised by the Customer’s failure to comply with this §8.1 and/or Able Software’s requests in respect of the Customer Claim, the Customer will be liable, to the extent of such failure, for the expenses, costs and/or damages incurred by the Customer and/or Able Software. Notwithstanding that set forth above, neither the Customer nor any third-party may seek indemnification from Able Software for any Customer Claim that asserts the Software Product infringes upon the intellectual property rights of a third-party if (a) the Customer, the Customer Users and/or any third-party acting on behalf of either of the same used or uses the Software Product in a manner (1) inconsistent with these Terms or the Terms of Use and/or (2) contrary to its intended use and or purpose and/or (b) such assertion of infringement relates solely to Customer Data.
8.2 The Customer will indemnify, defend and hold harmless Able Software from and against any liabilities, costs, fees and/or damages that arise out of any Able Software Claim. Able Software will notify the Customer of each Able Software Claim as soon as Able Software is aware of its occurrence and provide to the Customer any information or documents related to the Able Software Claim and/or otherwise requested by the Customer. The Customer may control the defense of any Able Software Claim brought by a third-party. The Customer may also decide if and when to settle any Able Software Claim brought by a third-party provided that, in connection with such settlement, Able Software is released from liability with respect to such Able Software Claim. If the Customer’s defense and/or settlement of any Able Software Claim is compromised by Able Software’s failure to comply with this §8.2 and/or the Customer’s requests in respect of the Able Software Claim, Able Software will be liable, to the extent of such failure, for the expenses, costs and/or damages incurred by Able Software and/or the Customer.
9. Term & Termination. These Terms will remain in full force and effect until either Party terminates according to this §9. The Subscription Term begins on the Start Date and, unless terminated earlier pursuant to these Terms, the Subscription Term will automatically renew for the same time period as the initial Subscription Term unless earlier terminated pursuant to these Terms or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
9.1 Termination for Convenience. Either Party may terminate the Agreement for no reason whatsoever. To do so, the Terminating Party must notify the other Party of the termination at least 90 days prior to the Termination Date.
9.2 Termination for Breach. Either Party may terminate the Agreement upon written notice to the other Party, if the other Party (a) breaches or materially fails to perform, or comply with, its obligations according to these Terms, provided that the Terminating Party gives such other Party detailed written notice of, and at least 30 days to cure, such material breach or material failure; (b) files a petition in bankruptcy, has filed against it a petition in bankruptcy and such petition is not dismissed within 90 days of being so filed, becomes insolvent according to applicable law in which it was formed or makes an assignment, or enters into some other arrangement, for the benefit of its creditors.
9.3 Upon Termination. Immediately upon such any termination, (a) the Software License will terminate and the Customer will have no further right, title or interest in the Software Product and (b) the Customer will immediately pay to Able Software all Amounts Due. Able Software will destroy the Confidential Information and the Customer Data upon any such termination unless, prior to the Termination Date, the Customer notifies Able Software that the Customer desires for it to be returned. Upon any such request by the Customer, and provided that the Customer has otherwise complied with its obligations according to these Terms, Able Software will, at the Customer’s expense, return the Confidential Information and/or the Customer Data to the Customer. If the Customer has not otherwise complied with its obligations according to these Terms, Able Software will retain the Confidential Information and/or the Customer Data for 30 days after the Termination Date and if, during such 30-day period, the Customer complies with its obligations according to these Terms, Able Software will, at the Customer’s expense, return the Confidential Information and/or the Customer Data to the Customer.
10. Survival. The applicable provisions of §§4, 5, 7, 9, 11, 12.1, 12.2, 12.5, 12.7, and 12.8, and this §10, will survive any termination.
11. Defined Terms.
“Agreement” means the agreement set forth in the Order Form and these Terms.
“Amounts Due” means any amounts due to Able Software by the Customer, including the Subscription Fee, the Setup Fee and any out-of-pocket expenses actually incurred by Able Software in performing its obligations to the Customer.
“Customer” means the party submitting the Order Form to Able Software.
“Customer Claim” means a claim for damages (a) resulting from any violation or breach of these Terms by Able Software and/or (b) resulting from any material inaccuracy in the representations and warranties made by Able Software in §6.
“Customer Data” means all data and media (a) provided by the Customer to Able Software for purposes of being input into and/or using the Software Product or (b) input by a Customer User into, or while using, the Software Product.
“Customer User” means any employee or other individual who the Customer authorizes to use the Software Product (whether directly or indirectly).
“Confidential Information” means the Customer’s information provided to Able Software and that is not generally known to the public, that constitutes a trade secret and/or that relates to the Customer’s business and/or technical, financial or other affairs. “Able Software” means Able Software, Inc., a Delaware corporation.
“Able Software Claim” means a claim for damages (a) resulting from any third-party action or proceeding brought against Able Software and arising as a result of the Customer’s, and/or the Customer Users’, use of the Software Product, (b) resulting from the Customer’s, or any Customer User’s, misuse of the Software Product and/or any other violation or breach of these Terms by the Customer (c) resulting from Customer’s collection or use of Customer Data in violation of applicable data privacy laws, and/or (d) resulting from any material inaccuracy in the representations and warranties made by the Customer in §6.
“Implementation Services” means the services determined by Able Software that are reasonably necessary to allow the Customer and the Customer Users to use the Software Product.
“Party” means either Able Software or the Customer.
“Privacy Policy” means Able Software’s privacy policy, a copy of which can be accessed at http://www.ableteams.com/legal.
“Setup Fee” means an amount equal to that set forth in the Order Form as the “Setup Fee” (if any) and is the amount to be paid to Able Software by the Customer in accordance with §2.
“Signature Date” means the signature date set forth in the Order Form.
“Software License” means a limited, nonexclusive and nontransferable license from Able Software to the Customer for the Customer Users to use the Software Product in accordance with these Terms.
“Software Product” means the web-based application made available by Able Software for the Customer to manage components of its human resources processes.
“Start Date” means the first date that the Software Product is “live” and available for use by the Customer.
“Subscription Fee” means the subscription fee(s) set forth in the Order Form, which are based upon the number of hires made by the Customer annually during Subscription Term and the payment frequency described in the Order Form, and is the amount to be paid to Able Software by the Customer in accordance with §2.
“Subscription Term” means the period set forth in the Order Form as the “Subscription Term”, which period begins on the Start Date.
“Terms” means these Terms of Service.
“Terminating Party” means the Party desiring to terminate the Agreement.
“Termination Date” means the date as of which the Terminating Party desires for the Agreement.
12. General Provisions.
12.1 Each Party will comply in all material respects with all applicable laws in performing its obligations according to these Terms.
12.2 Any notice to be delivered to either Party according to these Terms will be (a) delivered according to the contact information set forth in the Order Form and (b) deemed effective (1) upon receipt, when delivered personally or by courier, (2) the day delivered, if delivered by a reputable overnight delivery service, (3) upon delivery, if delivered via email and delivery is confirmed, or (4) 48 hours after being deposited for delivery via certified mail with postage prepaid. Notice of any change to such contact information must be given according to this §12.2. In connection with the Customer Users’ use of the Software Product, Able Software may need to provide certain notifications (e.g., service announcements and/or administrative messages). The Customer Users may not be able to opt out of receiving these notifications.
12.3 The Agreement, including the Terms of Use and Privacy Policy, constitute the entire agreement between the Parties as to the Software Product and supersedes all prior documents and negotiations between the Parties. The Agreement may not be construed against either Party by reason of such Party’s drafting or preparing the same. In the event of a conflict between this Agreement and the Terms of Use, this Agreement shall prevail.
12.4 These Terms may be amended by Able Software at any time provided that it notifies the Customer of the amendment before it takes effect.
12.5 The failure of either Party to insist upon the other Party’s performing according to these Terms, and/or the failure of either Party to exercise its rights according to these Terms, may not be construed as a waiver by such Party.
12.6 Neither Party may assign its rights or obligations according to these Terms without the other Party’s consent other than in connection with such Party’s sale of all or substantially all of its business or as part of a merger, consolidation or reorganization or its business.
12.7 Except for payment obligations, neither Party may be held liable for its failure to perform according to these Terms, or for any loss, due to causes beyond its reasonable control, including work stoppages, fire, civil disobedience, embargo, war, terrorism, riots, rebellions, earthquakes, strikes, floods, water and the elements.
12.8 The Agreement may not be construed as creating or constituting a partnership, joint venture or agency relationship between the Parties. The legal relationship between the Parties is strictly that of licensor and licensee. For the avoidance of doubt, neither Party has the power or authority to assume or create any obligation or responsibility on behalf of the other
This document details the terms of a legal agreement (the “Terms of Use”) between you and Able Software Inc. (“Able Software”). By accessing this Website or using the Able Software software, mobile apps or related services (the “Services”) you acknowledge that you have read and understood the Terms of Use and, having read and understood the Terms of Use, you voluntarily agree to be bound by the Terms of Use. You also agree to comply with all laws and regulations applicable to the use of the Services, to the use of the Internet, and to the activities involved in using this Services.
If you do not agree with the Terms of Use, then do not use this Website.
Situs:
The Services and the Website are controlled by Able Software from its offices within the State of Ohio. Visitors who choose to visit this Website or use the Services from this or other jurisdictions do so on their own initiative. Those visitors are solely responsible for compliance with all applicable federal, state, local and foreign laws, rules and regulations in connection with their use of this Website or the Services.
Venue and Jurisdiction:
Claims arising from or related to the Services, to the use of the Services, and to the information, content, material, and services available through this Website or the Services are governed by the laws of the State of Ohio. You hereby unconditionally, voluntarily, and irrevocably consent to submit to the exclusive jurisdiction and venue of the state and federal courts located in Ohio with respect to any claims arising from or related to the Services, your use of the Services and any information received through the Services. You agree not to plead forum non conveniens in any such action. You consent to service of process.
Privacy:
To know what privacy measures Able Software has taken and what information we retain from your visit to ES’s Website or use of the Services, please read our Privacy Policy which is incorporated herein by reference (the “Privacy Policy”).
Change of Terms:
The Terms of Use may be changed without notice. Your continued use of the Services after the Terms of Use are changed indicates your acceptance of the new Terms of Use. If you do not agree with the new Terms of Use, then discontinue your use of the Services.
Alteration of Site:
Able Software may change, suspend or discontinue any feature, aspect, product or service available through the Website or the Services at any time. Able Software may alter the availability of any feature of the Services or service related to any feature of the Services at any time. Able Software may add, remove or modify any content of the Services, including that of third parties, at any time.
Limitation on Usage:
Able Software may limit your access to any part of the Services without notice to you. Able Software may terminate your use of the Services at any time.
Visitor On-line Conduct:
Links to and from Other Web Pages:
You may gain access to other websites via links on the Website or the Services. These Terms of Use apply to Able Software’s Website and Services only and do not apply to other parties’ websites. Similarly, you may have come to this Website via a link from another website. The terms of use of other websites do not apply to this Website. Only these Terms of Use apply to this Website and the Services. Able Software assumes no responsibility for any terms of use or material outside this Website or the Services accessed via any link.
Links to third party websites or information are not intended, and should not be interpreted by users, as constituting or implying Able Software’s endorsement, sponsorship or recommendation of the third-party information, or products or services found there.
Copyright, Trademark and Intellectual Property:
All information, content and material made available by Able Software through this Website or the Services, including, without limitation, any computer code, design, text, drawings, photographs, graphics, sound recordings and video recordings as well as any copyrights, trademarks, patents or other intellectual property or proprietary rights comprising the Services or any component or element of the Services (collectively, the “Content”) is owned by or licensed to Able Software. The compilation of the Content on the Services is the exclusive property of Able Software and its licensors and is protected by U.S. and international copyright law.
Able Software and its licensors retain all rights in the Content of the Services. The Content may not be modified, copied, distributed, downloaded, displayed, e-mailed, transmitted, performed or sold in any form or by any means, in whole or in part, without the prior written consent of the respective owner thereof.
Able Software grants you permission to display and print the publicly available portions of Content on the Services (other than the computer code comprising this Website or the Services) for your personal, non-commercial use only; provided, that, even if you display or print the Content of the Services as permitted hereunder, you may not modify, reproduce, transmit, distribute, publicly display or perform, or create derivative works from that Content and you must retain all copyright and other proprietary notices contained in or on the Content.
The Content may not be used in connection with any service or information that is not Able Software’s or in any manner that is likely to cause confusion among consumers or that disparages Able Software. The rights granted herein terminate automatically if you breach these Terms of Use. Upon termination of these rights, you must immediately destroy any Content you displayed or printed.
Able Software and all derivations thereof are trademarks of Able Software. Other marks used on the Services are either registered trademarks, trademarks, trade names, service marks, or otherwise protected property of Able Software and may not be used, copied or imitated without the prior written consent of Able Software.
Digital Millennium Copyright Act, Transmission of Third Party Content:
You may not upload, post or otherwise distribute on this Website or the Services anything protected by copyright or other proprietary rights unless the owner of the applicable copyright or proprietary right has given you express authorization for such uploading, posting or distribution on the web.
The unauthorized use, uploading, posting, and/or distribution of Content protected by copyright or other proprietary rights is illegal and subjects the malfeasant to civil penalties and criminal prosecution.
Able Software, its affiliates, officers, directors, employees, agents or any such similarly situated persons or entities are not liable for damages resulting from any infringement resulting from your actions involving copyrighted or proprietary right protected material.
Able Software, pursuant to the federal Digital Millennium Copyright Act, designates a privacy officer to receive complaints and notices of suspected copyright infringements. If you believe that your work has been copied and is accessible on Able Software’s Website or Services in a way that constitutes infringement, you may notify Able Software by providing the privacy officer with the following information:
Able Software can be reached via e-mail at privacyofficer@ableteams.com and by regular mail at Able Software, 2019 Center Street, 2 nd Floor, Cleveland, OH 44113, Attention: Privacy Officer.
You are prohibited from uploading, posting or otherwise distributing on or through the Services any abusive, unlawful, threatening, obscene, pornographic, intimidating, libelous, defamatory or slanderous comments, jokes, images or content that are intended to or are likely to offend a reasonable person on the basis of his or her age, physical or mental disability, gender, race, religion, national origin, physical attributes, sexual preference, or any other classification that could produce any civil or criminal liability for either yourself or for Able Software, its affiliates, employees, agents or any such similarly situated persons or entities.
You are prohibited from impersonating anyone else or passing yourself off as someone else including, without limitation, any Able Software employee or any public figure.
You are prohibited from uploading, posting or otherwise distributing on or through the Services any content, information or other materials that infringe or violate the patent, copyright, trademark, trade secret, or other intellectual property or proprietary rights of any person or entity.
You hereby grant to Able Software and its affiliates, employees, agents and contractors an irrevocable, royalty-free , non-exclusive license to use, reproduce, modify, display, publicly perform, archive, store, distribute, transmit, reproduce, create derivative works from any content, information or other materials that you post, transmit, link, or upload at or to the Services.
Ownership of Third Party Content:
Website Content
Able Software may display content supplied by visitors and other third parties (“User Content”) on the Website. Able Software maintains no editorial control over User Content. User Content supplied by visitors and other third parties belongs to the respective owners of User Content.
The Website may offer weblogs, forums and other interactive areas where Website users post, transmit, link or upload content, information and other materials, or post opinions, and share ideas or other information. Able Software cannot and does not pre-screen, approve, or monitor the content, information and other materials posted, transmitted, linked or uploaded by Website users or other third parties. Able Software shall have the right, in its sole discretion, to refuse, delete or move any content, information or other materials available on or at the Website, and reserves the right to delete any posting, message or other content, information or materials at any time, for any reason or no reason.
Able Software, IT’S AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS AND ANY SUCH SIMILARLY SITUATED PERSONS OR ENTITIES (“WE”) DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, USEFULNESS OR EXISTENCE OF ANY USER CONTENT OR OTHER CONTENT SUPPLIED BY VISITORS OR THIRD PARTIES. WE DO NOT WARRANT THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY CONTENT SUPPLIED BY VISITORS OR THIRD PARTIES. WE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY LOSS, DAMAGE OR HARM TO PROPERTY OR PERSON CAUSED BY YOUR OR ANYONE ELSE’S RELIANCE ON CONTENT AVAILABLE ON THIS WEBSITE OR THE SERVICES THAT IS THE PROPERTY OF VISITORS OR THIRD PARTIES. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND ACTING ON ANY CONTENT AVAILABLE ON THIS WEBSITE OR THE SERVICES.
Customer Data and Confidential Information:
Any Customer Data and Confidential Information (as those terms are defined in the Terms of Service) that are uploaded to the Services shall be treated in accordance with the provisions regarding Customer Data and Confidential Information provided in the Terms of Services and Privacy Policy.
Disclaimers:
THIS WEBSITE AND THE SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE”. Able Software MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE OPERATION OF THIS WEBSITE, THE SERVICES, THE CONTENT, INFORMATION, AND/OR SERVICES AVAILABLE ON OR THROUGH THIS WEBSITE OR THE SERVICES.
ABLE SOFTWARE DOES NOT GUARANTEE THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY INFORMATION PROVIDED AT OR THROUGH THIS WEBSITE OR THE SERVICES (BY LINK OR OTHERWISE) AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS, OR FOR THE RESULTS OBTAINED FROM USE OF SUCH INFORMATION.
YOU AGREE THAT ABLE SOFTWARE IS NOT RESPONSIBLE FOR AND CANNOT GUARANTEE AGAINST THE INTRODUCTION OF VIRUSES OR WORMS, OR UNAUTHORIZED USERS ATTEMPTING TO ACCESS, OR OBTAINING ACCESS TO THIS WEBSITE OR THE SERVICES OR YOUR COMPUTER OR OTHER SYSTEMS FROM OR THROUGH THIS WEBSITE OR THE SERVICES.
ABLE SOFTWARE MAY TEMPORARILY OR PERMANENTLY SUSPEND ACCESS TO OR DISCONTINUE THIS WEBSITE OR THE SERVICES OR ANY PAGE OF THIS WEBSITE OR THE SERVICES AT ITS DISCRETION, AT ANY TIME, WITHOUT NOTICE. YOU AGREE TO VISIT THIS WEBSITE OR USE THE SERVICES SOLELY AT YOUR OWN RISK.
YOU AGREE THAT YOUR USE OF THIS WEBSITE AND THE SERVICES, AND ANY CONTENT, INFORMATION AND/OR SERVICES AVAILABLE THROUGH THIS WEBSITE OR THE SERVICES IS SOLELY AT YOUR OWN RISK.
WE DO NOT WARRANT THAT THIS WEBSITE OR THE SERVICES WILL BE AVAILABLE AT ALL TIMES OR THAT A VISITOR’S OR USER’S USE WILL BE CONTINUOUS AND/OR ERROR FREE. WE DO NOT MAKE ANY WARRANTIES THAT THE CONTENT, INFORMATION AND/OR SERVICES AVAILABLE THROUGH THIS WEBSITE OR THE SERVICES ARE ACCURATE, RELIABLE, OR CURRENT.
ABLE SOFTWARE DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE, ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT IN RELATION TO THE CONTENT, INFORMATION, SERVICE OR PRODUCTS PROVIDED AT, THROUGH OR IN CONNECTION WITH THIS WEBSITE OR THE SERVICES.
Limitation of Liability:
NEITHER WE, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, SERVING, HOSTING, MAINTAINING AND/OR UPDATING THIS WEBSITE OR THE SERVICES SHALL BE LIABLE, UNDER ANY CIRCUMSTANCES FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEBSITE OR THE SERVICES OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES ARISING FROM HARM INCLUDING, BUT NOT LIMITED TO INJURY TO PROPERTY OR PERSON, MISTAKES, OMISSIONS, INTERRUPTIONS, DETERIORATION OR CORRUPTION OF FILES, DELETION OR CORRUPTION OF E-MAIL, ERRORS, LOSS OF DATA, LOSS OF PROFITS, DEFECTS, VIRUSES, AND/OR DELAYS, THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THIS WEBSITE OR THE SERVICES, RESULTING FROM ACTS INCLUDING BUT NOT LIMITED TO ACTS OUTSIDE OF OUR CONTROL, NETWORK FAILURE, HARDWARE OR SOFTWARE FAILURE, THEFT, INTERNET FAILURE, UNAUTHORIZED ACCESS, THE COMPANY’S NEGLIGENCE OR YOUR OWN ERRORS AND/OR OMISSIONS AND ANY OTHER CAUSE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THIS SECTION APPLIES TO ALL CONTENT, GOODS AND SERVICES AVAILABLE THROUGH THIS WEBSITE OR THE SERVICES. IN ANY JURISDICTION WHERE EXCLUSION OR LIMITATION OF LIABILITY FOR ANY TYPE OF DAMAGES IS PROHIBITED, ES’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT ALLOWED BY THAT JURISDICTION. IF YOUR USE OF THIS WEBSITE OR THE SERVICES OR THE CONTENT, INFORMATION, PRODUCTS OR SERVICES PROVIDED AT, THROUGH OR IN CONNECTION WITH THIS WEBSITE OR THE SERVICES OR ANY OTHER WEBSITE LINKED TO THIS WEBSITE OR SERVICES RESULTS IN ANY LOSS TO YOU, OR RESULTS IN THE NEED FOR ANY SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME RESPONSIBILITY FOR ALL SUCH LOSSES AND ALL COSTS ARISING THEREFROM OR ASSOCIATED THEREWITH.
No Joint Venture:
This Terms of Use shall not be construed as a teaming, joint venture, or other such arrangement, unless the parties expressly and explicitly execute an agreement to that effect.
Indemnity:
You agree to indemnify, defend and hold harmless Able Software and its officers, directors, members, managers, employees, agents, representatives, successors and assigns from and against, any claims, causes of action, damages, liabilities, losses, costs, or expenses (collectively, “Losses”) that they incur or may incur arising from, resulting from, or arising in connection with: (i) your breach of these Terms of Use; (ii) your use of this Website or the Services or your use of the Content; (iii) personal injury or tangible and intangible property damage, casualty or loss suffered or incurred in connection with your use of the Website or Services (including loss of data) or Content or other information services available by or through your use of the Website or the Services or Content (including damage, casualty or loss arising from the malicious acts of third parties which could have been prevented or avoided by you using reasonable protective means); and (iv) your acts and omissions in connection with your use of the Website, the Services or Content. You also agree to indemnify, defend and hold harmless Able Software from and against any Losses that Able Software incurs or may incur arising from, resulting from, or arising in connection with your providing to Able Software inaccurate or untruthful information via the Website or Services whether to gain access to the products or services provided through this Website, the Services or otherwise.
Severability:
If any provision of these Terms of Use is held invalid or unenforceable in whole or in part in any jurisdiction, that provision shall be ineffective in that jurisdiction without affecting the validity of enforceability of the remaining provisions of these Terms of Use.
Integration Clause:
You hereby acknowledge that these Terms of Use, the Privacy Policy, any applicable Terms of Service and all other documents referenced herein represent the entire agreement between you and Able Software concerning your use of this Website, Content and the Services.
Headings of the Terms of Use:
The section headings used in these Terms of Use are for reference and the convenience of the readers and shall not constitute part of the Terms of Use for interpretation purposes.
Questions:
If you have any questions about this policy, please contact Able Software by e-mail at privacyofficer@ableteams.com, or by regular mail at Able Software, 2515 Jay Avenue, Suite 101, Cleveland, Ohio 44113, Attention: Privacy Officer.
Acceptance of These Terms of Use:
By accessing this Website or the Services, you agree to the terms as well as any posted changes of these Terms of Use. If you do not agree to these Terms of Use, DO NOT use this Website or the Services.
Date of last update: August 31, 2020
Able Software Inc. and its affiliates (collectively, “Able Software,” or “we,” “us,” “our”) respect your concerns about personal data protection and value our relationship with you. This Privacy Policy (the “Policy”) applies to personal data collected through Able Software web sites, web pages, portals, interactive features, job candidate applications, in person interviews, mobile or web applications, video and telephone interviews, telephone support lines, e-mail, blogs, message boards, and their respective contents, career web sites such as LinkedIn and Career Builder, in addition to our Twitter, Facebook or other social networking sites, and their respective contents (collectively, the “Services”), whether accessed via computer, mobile device or other device.
This Policy describes the types of personal data we collect through the Services and how that personal data may be used and/or with whom it may be shared.
BY USING THE SERVICES, YOU EXPRESSLY CONSENT TO THE PROCESSING OF YOUR PERSONAL INFORMATION ACCORDING TO THIS PRIVACY POLICY. YOUR PERSONAL INFORMATION MAY BE PROCESSED IN THE COUNTRY WHERE IT WAS COLLECTED AS WELL AS OTHER COUNTRIES (INCLUDING THE UNITED STATES) WHERE LAWS REGARDING PROCESSING OF PERSONAL INFORMATION MAY BE LESS STRINGENT THAN THE LAWS IN YOUR COUNTRY.
Children Under 13 Years of Age
Children under 13 years of age are not permitted to use the Services for any purpose and Able Software does not collect personally identifiable information about children under the age of 13. Users may not provide personal information about any person under 13 years of age. If you believe that personal information about a child has been provided to Able Software without the consent of his or her parent or guardian, please contact us at privacyofficer@ableteams.com. If we become aware that personally identifiable information about a child under age 13 has been provided, we will delete such information.
Registration Password
Ultimately, you are solely responsible for maintaining the secrecy of your password and/or account information. To ensure effectiveness of your password, we recommend that you do not disclose your user identification or password to anyone. Please be careful and responsible whenever you are online.
The Information We Collect
When you register to use the Services or to apply for a job the Services will collect personal information about you to give you the best user experience possible. During the registration process you may be asked to input personal information to create an account such as name, email address, city, state and zip code and may be asked additional profile questions regarding your use of the Services. When you apply for a job you may need to provide personal data such as your name, home address, telephone number, e-mail address, Social Security Number, education and job history, criminal convictions, salary requirements, and current resume through the Services.
Able Software collects such information only insofar as is necessary or appropriate to fulfill the purpose of your interaction with the Services.
When you visit the Website or use the App, the Services may collect anonymous, aggregated data regarding your activities. This anonymous, aggregated data cannot be linked or otherwise used to identify you. We may share aggregated information that includes non- identifying information with third parties for industry analysis and demographic profiling. Users of the Services shall not be entitled to any compensation stemming from the use of such aggregated or non-identifying information.
Use and Disclosure of your Personal Information
Able Software will use the personal information you submit to us to provide you full access and functionality of the Services. Accordingly, personal information may be used for the following purposes: (i) to provide and improve our services, features and content; (ii) to administer your use of our services and accounts; (iii) to enable users to enjoy and easily navigate the Services; (iv) to better understand your needs and interests; (v) to fulfill requests you may make; (vi) to personalize your experience; (vii) to provide you with announcements, notifications related to your use of the Services and other communications such as electronic newsletters, promotional e-mails or similar messaging; (viii) to provide service announcements; (ix) to protect against users seeking to hack into the Services; and (x) to assess the level of general interest in the Services and specific information included in the Services.
Except as provided elsewhere in this policy Able Software will not disclose your personal information to third parties outside of Able Software and its service providers, affiliates, vendors and business partners unless Able Software has the good faith belief that disclosure is reasonably necessary to:
If Able Software discloses your personal information pursuant to one of the above-mentioned conditions, it will do so only to the extent necessary.
Security of your Personal Information
Able Software is committed to protecting your personal information. We regularly test our facilities and use a variety of security technologies and procedures to help protect your personal information from unauthorized access, use or disclosure.
Use of Cookies
As you use the Services, certain information may also be collected passively, including your Internet protocol (IP) address and the browser that you use to visit the Site. Able Software may also store a small text file called a “Cookie” on your computer to store your login information (if any) and your personal preferences for the Services. Able Software may use both session Cookies (which expire once you close your web browser) and persistent Cookies (which stay on your computer until you delete them). You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you would prefer not to accept cookies, most browsers will allow you to: (i) change your browser settings to notify you when you receive a cookie, which lets you choose whether or not to accept it; (ii) to disable existing cookies; or (iii) to set your browser to automatically reject any cookies. However, please be aware that if you disable or reject cookies, some features and services on our Site may not work properly because we may not be able to recognize and associate you with your Able Software account(s). In addition, the offers we provide when you visit us may not be as relevant to you or tailored to your interests. After you register and enable Cookies, we may associate this information with personal information that we have collected from you.
Links to Other Web Sites
The Website may contain links to other web sites that are not owned or controlled by Able Software. The provision of such links is for your convenience and does not signify our endorsement of such web sites or location or its contents. We have no control over, do not review and are not responsible for the privacy policies of or content displayed on such other web sites.
Privacy Policy Changes
We reserve the right to modify this privacy policy from time to time without notice. Please review this privacy policy each time you visit the Services so that you will be apprised of any changes. Your continued use of the Services subsequent to any posted changes to this Policy means you accept those changes. We will provide notice to you if these changes are material and, where required by applicable law, we will obtain your consent.
Data Transfers
For users outside the United States, please note that any personally-identifiable information you enter into the Services will be transferred out of your country and into the United States. You consent to such transfer through your use of the Services. You also warrant that you have the right to transfer such information outside your country and into the United States.
Your Rights and Responsibilities
You are permitted, and hereby agree, to only provide personal information to Able Software if such personal information is accurate, reliable, and relevant to our relationship and only to the extent such disclosure will not violate any applicable data protection law, statute, or regulation.
You may have certain rights under applicable data protection law with respect to personal information about you that is collected through the Sites or when you contact or otherwise engage with us. To exercise any of these data privacy rights, please contact us, or have your authorized agent contact us, in accordance with the “Contact Us” section listed below. In the event you submit, or your authorized agent submits on your behalf, a data request, you (and your authorized agent) hereby acknowledge and agree, under penalty of perjury, that you are (or the authorized agent of) the consumer whose personal information is the subject of the request. We will respond to any data requests within the timeframes required by law, and we may charge a fee to facilitate your request where permitted by law.
Marketing. You have the right to opt-out of receiving electronic direct marketing communications from us. All electronic direct marketing communications that you may receive from us, such as e-mail messages, will give you an option of not receiving such communications from us in the future.
California Privacy Rights. California Civil Code Section § 1798.83 permits users of the Sites that are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. Pursuant to the California Consumer Privacy Act of 2018, as amended (“CCPA”), California residents may have certain data privacy rights, such as the right to be notified about what personal information categories are collected about you, and our intended use and purpose for collecting your personal information. You have the right to request access to your personal information and, to the extent feasible, request that it be transmitted in certain forms and formats. You may have the right to request that we (and any applicable service provider) delete your personal information. You have the right not to be subject to discrimination for asserting your rights under the CCPA. If you make, or an authorized agent on your behalf makes, any request related to your personal information, Able Software will ascertain your identity to the degree of certainty required under the CCPA before addressing your request. Able Software may require you to match at least three pieces of personal information we have previously collected from you before granting you access or otherwise responding to your request.
Do Not Track. Some web browsers may transmit “do-not-track” signals to the Sites with which the user communicates. Because of differences in how web browsers incorporate and activate this feature, it is not always clear whether users intend for these signals to be transmitted, or whether they even are aware of them. We currently do not take action in response to these signals.
European Union (EU) Privacy Disclaimer
Able Software processes personal information in accordance with the legal bases set forth in the EU General Data Protection Regulation (GDPR) or EU Member State law. For example, our processing of Personal Data on individuals (as described above) is justified based on statutory provisions that (1) processing is based on the consent; (2) processing is necessary for Able Software’s legitimate interests as set out herein; (3) processing is necessary for the performance of a contract to which you are a party; and, (4) Able Software is required to comply with a legal or statutory obligation in the EU or a Member State. If you are in the EU or afforded protection under the GDPR, you may have certain rights with respect to the Personal Data. To the extent permitted by applicable data protection laws, you may access the Personal Data we hold about you; request that inaccurate, outdated, or no longer necessary information be corrected, erased, or restricted; and, request that we provide your Personal Data in a format that allows you to transfer it to another service provider. You also may withdraw your consent at any time where we are relying on your consent for the processing of your Personal Data. You may object to our processing of your Personal Data where that processing is based on our legitimate interest. You have the right to lodge a complaint with your competent data protection authority. Able Software transfers personal data outside the EU in accordance with standard contractual clauses adopted by the European Commission, or other approved safeguards (e.g., Privacy Shield, consent). If you wish to exercise any of these rights, please contact us in accordance with the instructions provided below.
Nevada Privacy Disclaimer
Pursuant to Nevada law, a Nevada “consumer” (as the term is defined therein), may, at any time, submit a verified request through a designated request address to an “operator” directing the operator not to make any sale of his or her personal information that the operator has collected or will collect about the consumer. For clarity purposes, Able Software does not sell or exchange your personal information for monetary consideration to a third party for the third party to license or sell the information to additional persons or parties.
We Do Not Sell Your Personal Information
Able Software does not, to the best of our knowledge, sell or rent personal information that we have collected or retain about you to any other third-party for any purpose. Accordingly, we do not offer individuals the ability to “opt-out” of the selling or renting of personal information because we do not engage in those practices.
Our Data Retention Criteria
The period during which we store your personal information varies depending on the purpose for the processing. For example, we store personal information needed to provide you with products and services, or to facilitate transactions you have requested, for so long as you are a customer of Able Software. We store your personal information for marketing purposes until you have opted-out of receiving further direct marketing communications in accordance with applicable law. In all other cases, we store your personal information for as long as is needed to fulfill the purposes outlined in this Privacy Statement, following which time it is either anonymized (where permitted by applicable law), deleted or destroyed.
Contact Us
If you have any questions about this policy or our site in general, please contact us at:
Able Software
2515 Jay Avenue
Suite 101
Cleveland, Ohio 44113
By e-mail to: privacyofficer@ableteams.com
By telephone at: 216-816-0086
Changes to this Policy
This Policy may be amended from time to time, consistent with the requirements of applicable law. A notice will be posted by Able Software on this Site when this Policy is changed.
Capitalized terms used in these Terms of Service are defined in §11 below.
These are the “Terms of Service” referenced in the Order Form. The Order Form is a legally enforceable contract between Able Software and the Customer and the reference to these Terms in the Order Form means that these Terms apply, and are enforceable, in the same way as they would if they were included in the Order Form.
1. License Terms. Able Software grants the Software License to the Customer as of the Start Date. The Customer may not allow any party other than the Customer Users to use the Software Product (whether directly or indirectly). As between Able Software and the Customer, all of the rights in, the title to and all of the interests in the Software Product are Able Software’s.
2. Fees; Invoices; Expenses. On or immediately after the Signature Date, Able Software will invoice the Customer for the Setup Fees set forth in the Order Form. On or immediately after the Start Date, Able Software will invoice the Customer for the initial installment of the Subscription Fee(s) set forth in the Order Form, and thereafter, will invoice the Customer for each subsequent installment of the Subscription Fee(s) set forth in the Order Form. If the Subscription Term is longer than one year, Able Software will invoice the Customer for each subsequent year at the Subscription Fee set forth in the Order Form; provided however that the Subscription Fee tier may be increased if the number of hires made by the Customer annually during prior year exceeded the selected plan. Able Software may deliver additional invoices for any other of the Amounts Due. The Customer will pay the undisputed portion of the Amounts Due within the 15 days that follow Able Software’s delivery of each invoice. Interest at a monthly rate of 1% of the Amounts Due will accrue on any Amounts Due by the Customer that are not disputed during, and remain unpaid at the end of, such 15-day period. The Customer will reimburse Able Software for any amounts incurred in collecting any of the Amounts Due (including reasonable attorneys’ fees). The Customer will also reimburse Able Software for any sales, use or other similar taxes due or payable as a result of any of the Amounts Due. These taxes, however, may not include any tax attributable to Able Software’s income, profits or the like.
3. Customer Data. By allowing the Customer Users to input Customer Data into the Software Product, the Customer represents and warrants to Able Software that the Customer has the full right and authority under applicable law to collect Customer Data and input such Customer Data into the Software Product. The Customer acknowledges that, for purposes of applicable data laws, Customer makes decisions regarding the purposes and means of processing personal data and Able Software processes Customer Data on behalf of Customer. Able Software will not access, use or disclose Customer Data except as reasonably necessary to provide Customer with access to and functionality of the services available on the Software Product and to carry out its obligations under these Terms. Customer represents that providing Customer Data for Able Software to collect and use as set forth in the Privacy Policy is in compliance with applicable data laws.
4. Parties’ Obligations.
4.1 The Customer will cause the Customer Users to (a) use the Software Product in accordance with these Terms and the Terms of Use and (b) comply with the Privacy Policy. The Customer will be responsible for the Customer Users’ use of the Software Product, including ensuring that the Customer Users safeguard the passwords that permit access to the Software Product and prohibiting the Customer Users from using the Software Product other than for its intended purpose (including inputting into the Software Product, whether as Customer Data or otherwise, any inaccurate, incomplete, mislabeled, deceptive, inappropriate, offensive or harmful material).
4.2 Able Software may, at its expense, audit and copy any of the Customer’s books, records and other documents as Able Software may deem reasonably necessary to verify the Customer’s hires and other information used by either Party in anticipation of entering into the Order Form or in making any calculation according to these Terms. Any such audit will be held during the Customer’s regular business hours on any mutually agreeable Business Day(s).
4.3 Upon Able Software’s reasonable request, the Customer will (a) act as a reference in Able Software’s sales and marketing initiatives and (b) work with Able Software to issue press releases and participate in media interviews, case-and market-research studies. Each Party may publicize that it is has entered into the Agreement with the other, provided, however, that, except as required by applicable law or court order, neither Party may (a) disclose the specific terms of the Agreement (including pricing) and/or (b) use the logos or trademarks of the other Party, without the consent of such other Party, which consent may not be unreasonably withheld. For the avoidance of doubt, delivery by either Party of its logo to the other Party constitutes such delivering Party’s consent to use of such logo by such other Party.
5. Confidentiality.
5.1 If the Customer delivers Confidential Information to Able Software, Able Software will (a) use such Confidential Information solely for the purpose of carrying out its obligations according to these Terms, (b) hold such Confidential Information in confidence and take reasonable precautions to protect such Confidential Information (including all precautions that such it employs with respect to its confidential materials) and (c) not divulge any such Confidential Information or any information derived therefrom to any third-party other than to those of its employees and other affiliates who have a reasonable need to know such information. Able Software’s obligations in this §5.1 may not be applied (a) to any Confidential Information that (1) is or becomes (through no improper action or inaction by Able Software or any of its employees or other affiliates) generally available to the public, (2) was in its possession or known by Able Software to receiving it from the Customer disclosing the same, (3) was properly disclosed to Able Software without any obligation of confidentiality or (4) was discovered or created by Able Software without reliance on such Confidential Information or (b) to disclosures required by applicable law or court order.
5.2 Notwithstanding that set forth in §5.1, Able Software may access, read, preserve and/or disclose any information (including Confidential Information) it reasonably believes is necessary (a) to satisfy any applicable law and/or governmental request, (b) to respond to user support requests, (c) to detect, prevent, or otherwise address fraud, security and/or technical issues, (d) to enforce these Terms and/or (e) protect either Party’s, or any third-party’s, rights, property or safety.
6. Representations & Warranties. The Customer represents and warrants to Able Software that it had and/or has the full right, power and authority to enter into the Order Form and to fully perform according to these Terms. Able Software represents and warrants to the Customer that (a) it had and/or has the full right, power and authority to enter into the Order Form and to fully perform its obligations according to Terms, (b) it has the full right, power and authority to grant to the Customer the rights and licenses described herein and (c) it has not knowingly infringed upon the intellectual property rights of any third-party or knowingly misappropriated the trade secrets of any third-party in granting the Software License to the Customer.
7. Limitations on Liability.
7.1 THE SOFTWARE PRODUCT IS PROVIDED BY ABLE SOFTWARE ON AN “AS IS” BASIS. ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED OR CONTRACTUAL OR STATUTORY, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITATION, ABLE SOFTWARE NEITHER REPRESENTS AND WARRANTS, NOR COVENANTS, THAT (a) THE OPERATION AND/OR USE OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, (b) THE SOFTWARE PRODUCT WILL PERFORM IN EVERY OPERATING ENVIRONMENT, (c) ALL DEFICIENCIES OR ERRORS IN THE SOFTWARE PRODUCT ARE CAPABLE OF CORRECTION OR (d) THE SOFTWARE PRODUCT MEETS ANY MINIMUM REQUIREMENTS, WHETHER OR NOT SPECIFIED. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED.
7.2 IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE FEES PAID BY CUSTOMER TO ABLE SOFTWARE IN THE CALENDAR YEAR IN WHICH THE CLAIM IS BROUGHT. THE PARTIES AGREE THAT ABLE SOFTWARE WILL BE LIABLE FOR DAMAGES ONLY IF IT FAILS TO EXERCISE ORDINARY CARE, AND THAT IT WILL BE DEEMED TO HAVE EXERCISED ORDINARY CARE IF ITS ACTION OR FAILURE TO ACT IS IN CONFORMITY WITH COMMERCIALLY REASONABLE PRACTICES.
7.3 NEITHER PARTY MAY BE HELD LIABLE TO THE OTHER, OR TO ANY THIRD-PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS) ARISING FROM ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO THE AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT OR TORT (WHETHER UNDER A THEORY OF NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY
THEREOF.
7.4 UNDER NO CIRCUMSTANCES MAY ABLE SOFTWARE BE DEEMED OR HELD LIABLE IN ANY WAY WHATSOEVER IN RESPECT OF THE CUSTOMER DATA INPUT INTO THE SOFTWARE PRODUCT, INCLUDING ANY ERRORS OR OMISSIONS IN THE CUSTOMER DATA, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE CUSTOMER DATA.
7.5 EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS RELIED UPON THE LIMITATIONS ON LIABILITY SET FORTH IN THIS §7 AND IN §8 AND, BUT FOR THEIR INCLUSION HEREIN, WOULD NOT HAVE ENTERED INTO THE AGREEMENT.
7.6 In the event of a Customer Claim alleging Able Software made a misrepresentation in clause (c) of §6, Able Software will have the right to immediately terminate the Software License as to that portion, or those portions, of the Software Product contemplated in such Customer Claim and/or (a) procure for the Customer the right to use that portion, or those portions, of the Software Product contemplated in such Customer Claim and/or (b) provide a non-infringing substitute that would not give rise to a Customer Claim, provided, however, that any exercise of such right may not be deemed to limit the applicability of any other limitation on liability set forth in these Terms.
8. Indemnification.
8.1 Able Software will indemnify, defend and hold harmless the Customer and the Customer Users from and against any liabilities, costs, fees and/or damages that arise out of any Customer Claim. The Customer will notify Able Software of each Customer Claim as soon as the Customer is aware of its occurrence and provide to Able Software any information or documents related to the Customer Claim and/or otherwise requested by Able Software. Able Software may control the defense of any Customer Claim brought by a third-party. Able Software may also decide if and when to settle any Customer Claim brought by a third-party provided that, in connection with such settlement, the Customer is released from liability with respect to such Customer Claim. If Able Software’s defense and/or settlement of any Customer Claim is compromised by the Customer’s failure to comply with this §8.1 and/or Able Software’s requests in respect of the Customer Claim, the Customer will be liable, to the extent of such failure, for the expenses, costs and/or damages incurred by the Customer and/or Able Software. Notwithstanding that set forth above, neither the Customer nor any third-party may seek indemnification from Able Software for any Customer Claim that asserts the Software Product infringes upon the intellectual property rights of a third-party if (a) the Customer, the Customer Users and/or any third-party acting on behalf of either of the same used or uses the Software Product in a manner (1) inconsistent with these Terms or the Terms of Use and/or (2) contrary to its intended use and or purpose and/or (b) such assertion of infringement relates solely to Customer Data.
8.2 The Customer will indemnify, defend and hold harmless Able Software from and against any liabilities, costs, fees and/or damages that arise out of any Able Software Claim. Able Software will notify the Customer of each Able Software Claim as soon as Able Software is aware of its occurrence and provide to the Customer any information or documents related to the Able Software Claim and/or otherwise requested by the Customer. The Customer may control the defense of any Able Software Claim brought by a third-party. The Customer may also decide if and when to settle any Able Software Claim brought by a third-party provided that, in connection with such settlement, Able Software is released from liability with respect to such Able Software Claim. If the Customer’s defense and/or settlement of any Able Software Claim is compromised by Able Software’s failure to comply with this §8.2 and/or the Customer’s requests in respect of the Able Software Claim, Able Software will be liable, to the extent of such failure, for the expenses, costs and/or damages incurred by Able Software and/or the Customer.
9. Term & Termination. These Terms will remain in full force and effect until either Party terminates according to this §9. The Subscription Term begins on the Start Date and, unless terminated earlier pursuant to these Terms, the Subscription Term will automatically renew for the same time period as the initial Subscription Term unless earlier terminated pursuant to these Terms or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
9.1 Termination for Convenience. Either Party may terminate the Agreement for no reason whatsoever. To do so, the Terminating Party must notify the other Party of the termination at least 90 days prior to the Termination Date.
9.2 Termination for Breach. Either Party may terminate the Agreement upon written notice to the other Party, if the other Party (a) breaches or materially fails to perform, or comply with, its obligations according to these Terms, provided that the Terminating Party gives such other Party detailed written notice of, and at least 30 days to cure, such material breach or material failure; (b) files a petition in bankruptcy, has filed against it a petition in bankruptcy and such petition is not dismissed within 90 days of being so filed, becomes insolvent according to applicable law in which it was formed or makes an assignment, or enters into some other arrangement, for the benefit of its creditors.
9.3 Upon Termination. Immediately upon such any termination, (a) the Software License will terminate and the Customer will have no further right, title or interest in the Software Product and (b) the Customer will immediately pay to Able Software all Amounts Due. Able Software will destroy the Confidential Information and the Customer Data upon any such termination unless, prior to the Termination Date, the Customer notifies Able Software that the Customer desires for it to be returned. Upon any such request by the Customer, and provided that the Customer has otherwise complied with its obligations according to these Terms, Able Software will, at the Customer’s expense, return the Confidential Information and/or the Customer Data to the Customer. If the Customer has not otherwise complied with its obligations according to these Terms, Able Software will retain the Confidential Information and/or the Customer Data for 30 days after the Termination Date and if, during such 30-day period, the Customer complies with its obligations according to these Terms, Able Software will, at the Customer’s expense, return the Confidential Information and/or the Customer Data to the Customer.
10. Survival. The applicable provisions of §§4, 5, 7, 9, 11, 12.1, 12.2, 12.5, 12.7, and 12.8, and this §10, will survive any termination.
11. Defined Terms.
“Agreement” means the agreement set forth in the Order Form and these Terms.
“Amounts Due” means any amounts due to Able Software by the Customer, including the Subscription Fee, the Setup Fee and any out-of-pocket expenses actually incurred by Able Software in performing its obligations to the Customer.
“Customer” means the party submitting the Order Form to Able Software.
“Customer Claim” means a claim for damages (a) resulting from any violation or breach of these Terms by Able Software and/or (b) resulting from any material inaccuracy in the representations and warranties made by Able Software in §6.
“Customer Data” means all data and media (a) provided by the Customer to Able Software for purposes of being input into and/or using the Software Product or (b) input by a Customer User into, or while using, the Software Product.
“Customer User” means any employee or other individual who the Customer authorizes to use the Software Product (whether directly or indirectly).
“Confidential Information” means the Customer’s information provided to Able Software and that is not generally known to the public, that constitutes a trade secret and/or that relates to the Customer’s business and/or technical, financial or other affairs. “Able Software” means Able Software, Inc., a Delaware corporation.
“Able Software Claim” means a claim for damages (a) resulting from any third-party action or proceeding brought against Able Software and arising as a result of the Customer’s, and/or the Customer Users’, use of the Software Product, (b) resulting from the Customer’s, or any Customer User’s, misuse of the Software Product and/or any other violation or breach of these Terms by the Customer (c) resulting from Customer’s collection or use of Customer Data in violation of applicable data privacy laws, and/or (d) resulting from any material inaccuracy in the representations and warranties made by the Customer in §6.
“Implementation Services” means the services determined by Able Software that are reasonably necessary to allow the Customer and the Customer Users to use the Software Product.
“Party” means either Able Software or the Customer.
“Privacy Policy” means Able Software’s privacy policy, a copy of which can be accessed at http://www.ableteams.com/legal.
“Setup Fee” means an amount equal to that set forth in the Order Form as the “Setup Fee” (if any) and is the amount to be paid to Able Software by the Customer in accordance with §2.
“Signature Date” means the signature date set forth in the Order Form.
“Software License” means a limited, nonexclusive and nontransferable license from Able Software to the Customer for the Customer Users to use the Software Product in accordance with these Terms.
“Software Product” means the web-based application made available by Able Software for the Customer to manage components of its human resources processes.
“Start Date” means the first date that the Software Product is “live” and available for use by the Customer.
“Subscription Fee” means the subscription fee(s) set forth in the Order Form, which are based upon the number of hires made by the Customer annually during Subscription Term and the payment frequency described in the Order Form, and is the amount to be paid to Able Software by the Customer in accordance with §2.
“Subscription Term” means the period set forth in the Order Form as the “Subscription Term”, which period begins on the Start Date.
“Terms” means these Terms of Service.
“Terminating Party” means the Party desiring to terminate the Agreement.
“Termination Date” means the date as of which the Terminating Party desires for the Agreement.
12. General Provisions.
12.1 Each Party will comply in all material respects with all applicable laws in performing its obligations according to these Terms.
12.2 Any notice to be delivered to either Party according to these Terms will be (a) delivered according to the contact information set forth in the Order Form and (b) deemed effective (1) upon receipt, when delivered personally or by courier, (2) the day delivered, if delivered by a reputable overnight delivery service, (3) upon delivery, if delivered via email and delivery is confirmed, or (4) 48 hours after being deposited for delivery via certified mail with postage prepaid. Notice of any change to such contact information must be given according to this §12.2. In connection with the Customer Users’ use of the Software Product, Able Software may need to provide certain notifications (e.g., service announcements and/or administrative messages). The Customer Users may not be able to opt out of receiving these notifications.
12.3 The Agreement, including the Terms of Use and Privacy Policy, constitute the entire agreement between the Parties as to the Software Product and supersedes all prior documents and negotiations between the Parties. The Agreement may not be construed against either Party by reason of such Party’s drafting or preparing the same. In the event of a conflict between this Agreement and the Terms of Use, this Agreement shall prevail.
12.4 These Terms may be amended by Able Software at any time provided that it notifies the Customer of the amendment before it takes effect.
12.5 The failure of either Party to insist upon the other Party’s performing according to these Terms, and/or the failure of either Party to exercise its rights according to these Terms, may not be construed as a waiver by such Party.
12.6 Neither Party may assign its rights or obligations according to these Terms without the other Party’s consent other than in connection with such Party’s sale of all or substantially all of its business or as part of a merger, consolidation or reorganization or its business.
12.7 Except for payment obligations, neither Party may be held liable for its failure to perform according to these Terms, or for any loss, due to causes beyond its reasonable control, including work stoppages, fire, civil disobedience, embargo, war, terrorism, riots, rebellions, earthquakes, strikes, floods, water and the elements.
12.8 The Agreement may not be construed as creating or constituting a partnership, joint venture or agency relationship between the Parties. The legal relationship between the Parties is strictly that of licensor and licensee. For the avoidance of doubt, neither Party has the power or authority to assume or create any obligation or responsibility on behalf of the other
This document details the terms of a legal agreement (the “Terms of Use”) between you and Able Software Inc. (“Able Software”). By accessing this Website or using the Able Software software, mobile apps or related services (the “Services”) you acknowledge that you have read and understood the Terms of Use and, having read and understood the Terms of Use, you voluntarily agree to be bound by the Terms of Use. You also agree to comply with all laws and regulations applicable to the use of the Services, to the use of the Internet, and to the activities involved in using this Services.
If you do not agree with the Terms of Use, then do not use this Website.
Situs:
The Services and the Website are controlled by Able Software from its offices within the State of Ohio. Visitors who choose to visit this Website or use the Services from this or other jurisdictions do so on their own initiative. Those visitors are solely responsible for compliance with all applicable federal, state, local and foreign laws, rules and regulations in connection with their use of this Website or the Services.
Venue and Jurisdiction:
Claims arising from or related to the Services, to the use of the Services, and to the information, content, material, and services available through this Website or the Services are governed by the laws of the State of Ohio. You hereby unconditionally, voluntarily, and irrevocably consent to submit to the exclusive jurisdiction and venue of the state and federal courts located in Ohio with respect to any claims arising from or related to the Services, your use of the Services and any information received through the Services. You agree not to plead forum non conveniens in any such action. You consent to service of process.
Privacy:
To know what privacy measures Able Software has taken and what information we retain from your visit to ES’s Website or use of the Services, please read our Privacy Policy which is incorporated herein by reference (the “Privacy Policy”).
Change of Terms:
The Terms of Use may be changed without notice. Your continued use of the Services after the Terms of Use are changed indicates your acceptance of the new Terms of Use. If you do not agree with the new Terms of Use, then discontinue your use of the Services.
Alteration of Site:
Able Software may change, suspend or discontinue any feature, aspect, product or service available through the Website or the Services at any time. Able Software may alter the availability of any feature of the Services or service related to any feature of the Services at any time. Able Software may add, remove or modify any content of the Services, including that of third parties, at any time.
Limitation on Usage:
Able Software may limit your access to any part of the Services without notice to you. Able Software may terminate your use of the Services at any time.
Visitor On-line Conduct:
Links to and from Other Web Pages:
You may gain access to other websites via links on the Website or the Services. These Terms of Use apply to Able Software’s Website and Services only and do not apply to other parties’ websites. Similarly, you may have come to this Website via a link from another website. The terms of use of other websites do not apply to this Website. Only these Terms of Use apply to this Website and the Services. Able Software assumes no responsibility for any terms of use or material outside this Website or the Services accessed via any link.
Links to third party websites or information are not intended, and should not be interpreted by users, as constituting or implying Able Software’s endorsement, sponsorship or recommendation of the third-party information, or products or services found there.
Copyright, Trademark and Intellectual Property:
All information, content and material made available by Able Software through this Website or the Services, including, without limitation, any computer code, design, text, drawings, photographs, graphics, sound recordings and video recordings as well as any copyrights, trademarks, patents or other intellectual property or proprietary rights comprising the Services or any component or element of the Services (collectively, the “Content”) is owned by or licensed to Able Software. The compilation of the Content on the Services is the exclusive property of Able Software and its licensors and is protected by U.S. and international copyright law.
Able Software and its licensors retain all rights in the Content of the Services. The Content may not be modified, copied, distributed, downloaded, displayed, e-mailed, transmitted, performed or sold in any form or by any means, in whole or in part, without the prior written consent of the respective owner thereof.
Able Software grants you permission to display and print the publicly available portions of Content on the Services (other than the computer code comprising this Website or the Services) for your personal, non-commercial use only; provided, that, even if you display or print the Content of the Services as permitted hereunder, you may not modify, reproduce, transmit, distribute, publicly display or perform, or create derivative works from that Content and you must retain all copyright and other proprietary notices contained in or on the Content.
The Content may not be used in connection with any service or information that is not Able Software’s or in any manner that is likely to cause confusion among consumers or that disparages Able Software. The rights granted herein terminate automatically if you breach these Terms of Use. Upon termination of these rights, you must immediately destroy any Content you displayed or printed.
Able Software and all derivations thereof are trademarks of Able Software. Other marks used on the Services are either registered trademarks, trademarks, trade names, service marks, or otherwise protected property of Able Software and may not be used, copied or imitated without the prior written consent of Able Software.
Digital Millennium Copyright Act, Transmission of Third Party Content:
You may not upload, post or otherwise distribute on this Website or the Services anything protected by copyright or other proprietary rights unless the owner of the applicable copyright or proprietary right has given you express authorization for such uploading, posting or distribution on the web.
The unauthorized use, uploading, posting, and/or distribution of Content protected by copyright or other proprietary rights is illegal and subjects the malfeasant to civil penalties and criminal prosecution.
Able Software, its affiliates, officers, directors, employees, agents or any such similarly situated persons or entities are not liable for damages resulting from any infringement resulting from your actions involving copyrighted or proprietary right protected material.
Able Software, pursuant to the federal Digital Millennium Copyright Act, designates a privacy officer to receive complaints and notices of suspected copyright infringements. If you believe that your work has been copied and is accessible on Able Software’s Website or Services in a way that constitutes infringement, you may notify Able Software by providing the privacy officer with the following information:
Able Software can be reached via e-mail at privacyofficer@ableteams.com and by regular mail at Able Software, 2019 Center Street, 2 nd Floor, Cleveland, OH 44113, Attention: Privacy Officer.
You are prohibited from uploading, posting or otherwise distributing on or through the Services any abusive, unlawful, threatening, obscene, pornographic, intimidating, libelous, defamatory or slanderous comments, jokes, images or content that are intended to or are likely to offend a reasonable person on the basis of his or her age, physical or mental disability, gender, race, religion, national origin, physical attributes, sexual preference, or any other classification that could produce any civil or criminal liability for either yourself or for Able Software, its affiliates, employees, agents or any such similarly situated persons or entities.
You are prohibited from impersonating anyone else or passing yourself off as someone else including, without limitation, any Able Software employee or any public figure.
You are prohibited from uploading, posting or otherwise distributing on or through the Services any content, information or other materials that infringe or violate the patent, copyright, trademark, trade secret, or other intellectual property or proprietary rights of any person or entity.
You hereby grant to Able Software and its affiliates, employees, agents and contractors an irrevocable, royalty-free , non-exclusive license to use, reproduce, modify, display, publicly perform, archive, store, distribute, transmit, reproduce, create derivative works from any content, information or other materials that you post, transmit, link, or upload at or to the Services.
Ownership of Third Party Content:
Website Content
Able Software may display content supplied by visitors and other third parties (“User Content”) on the Website. Able Software maintains no editorial control over User Content. User Content supplied by visitors and other third parties belongs to the respective owners of User Content.
The Website may offer weblogs, forums and other interactive areas where Website users post, transmit, link or upload content, information and other materials, or post opinions, and share ideas or other information. Able Software cannot and does not pre-screen, approve, or monitor the content, information and other materials posted, transmitted, linked or uploaded by Website users or other third parties. Able Software shall have the right, in its sole discretion, to refuse, delete or move any content, information or other materials available on or at the Website, and reserves the right to delete any posting, message or other content, information or materials at any time, for any reason or no reason.
Able Software, IT’S AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS AND ANY SUCH SIMILARLY SITUATED PERSONS OR ENTITIES (“WE”) DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, USEFULNESS OR EXISTENCE OF ANY USER CONTENT OR OTHER CONTENT SUPPLIED BY VISITORS OR THIRD PARTIES. WE DO NOT WARRANT THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY CONTENT SUPPLIED BY VISITORS OR THIRD PARTIES. WE SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY LOSS, DAMAGE OR HARM TO PROPERTY OR PERSON CAUSED BY YOUR OR ANYONE ELSE’S RELIANCE ON CONTENT AVAILABLE ON THIS WEBSITE OR THE SERVICES THAT IS THE PROPERTY OF VISITORS OR THIRD PARTIES. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND ACTING ON ANY CONTENT AVAILABLE ON THIS WEBSITE OR THE SERVICES.
Customer Data and Confidential Information:
Any Customer Data and Confidential Information (as those terms are defined in the Terms of Service) that are uploaded to the Services shall be treated in accordance with the provisions regarding Customer Data and Confidential Information provided in the Terms of Services and Privacy Policy.
Disclaimers:
THIS WEBSITE AND THE SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE”. Able Software MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE OPERATION OF THIS WEBSITE, THE SERVICES, THE CONTENT, INFORMATION, AND/OR SERVICES AVAILABLE ON OR THROUGH THIS WEBSITE OR THE SERVICES.
ABLE SOFTWARE DOES NOT GUARANTEE THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY INFORMATION PROVIDED AT OR THROUGH THIS WEBSITE OR THE SERVICES (BY LINK OR OTHERWISE) AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS, OR FOR THE RESULTS OBTAINED FROM USE OF SUCH INFORMATION.
YOU AGREE THAT ABLE SOFTWARE IS NOT RESPONSIBLE FOR AND CANNOT GUARANTEE AGAINST THE INTRODUCTION OF VIRUSES OR WORMS, OR UNAUTHORIZED USERS ATTEMPTING TO ACCESS, OR OBTAINING ACCESS TO THIS WEBSITE OR THE SERVICES OR YOUR COMPUTER OR OTHER SYSTEMS FROM OR THROUGH THIS WEBSITE OR THE SERVICES.
ABLE SOFTWARE MAY TEMPORARILY OR PERMANENTLY SUSPEND ACCESS TO OR DISCONTINUE THIS WEBSITE OR THE SERVICES OR ANY PAGE OF THIS WEBSITE OR THE SERVICES AT ITS DISCRETION, AT ANY TIME, WITHOUT NOTICE. YOU AGREE TO VISIT THIS WEBSITE OR USE THE SERVICES SOLELY AT YOUR OWN RISK.
YOU AGREE THAT YOUR USE OF THIS WEBSITE AND THE SERVICES, AND ANY CONTENT, INFORMATION AND/OR SERVICES AVAILABLE THROUGH THIS WEBSITE OR THE SERVICES IS SOLELY AT YOUR OWN RISK.
WE DO NOT WARRANT THAT THIS WEBSITE OR THE SERVICES WILL BE AVAILABLE AT ALL TIMES OR THAT A VISITOR’S OR USER’S USE WILL BE CONTINUOUS AND/OR ERROR FREE. WE DO NOT MAKE ANY WARRANTIES THAT THE CONTENT, INFORMATION AND/OR SERVICES AVAILABLE THROUGH THIS WEBSITE OR THE SERVICES ARE ACCURATE, RELIABLE, OR CURRENT.
ABLE SOFTWARE DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE, ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT IN RELATION TO THE CONTENT, INFORMATION, SERVICE OR PRODUCTS PROVIDED AT, THROUGH OR IN CONNECTION WITH THIS WEBSITE OR THE SERVICES.
Limitation of Liability:
NEITHER WE, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, SERVING, HOSTING, MAINTAINING AND/OR UPDATING THIS WEBSITE OR THE SERVICES SHALL BE LIABLE, UNDER ANY CIRCUMSTANCES FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEBSITE OR THE SERVICES OR THE CONTENT, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES ARISING FROM HARM INCLUDING, BUT NOT LIMITED TO INJURY TO PROPERTY OR PERSON, MISTAKES, OMISSIONS, INTERRUPTIONS, DETERIORATION OR CORRUPTION OF FILES, DELETION OR CORRUPTION OF E-MAIL, ERRORS, LOSS OF DATA, LOSS OF PROFITS, DEFECTS, VIRUSES, AND/OR DELAYS, THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THIS WEBSITE OR THE SERVICES, RESULTING FROM ACTS INCLUDING BUT NOT LIMITED TO ACTS OUTSIDE OF OUR CONTROL, NETWORK FAILURE, HARDWARE OR SOFTWARE FAILURE, THEFT, INTERNET FAILURE, UNAUTHORIZED ACCESS, THE COMPANY’S NEGLIGENCE OR YOUR OWN ERRORS AND/OR OMISSIONS AND ANY OTHER CAUSE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THIS SECTION APPLIES TO ALL CONTENT, GOODS AND SERVICES AVAILABLE THROUGH THIS WEBSITE OR THE SERVICES. IN ANY JURISDICTION WHERE EXCLUSION OR LIMITATION OF LIABILITY FOR ANY TYPE OF DAMAGES IS PROHIBITED, ES’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT ALLOWED BY THAT JURISDICTION. IF YOUR USE OF THIS WEBSITE OR THE SERVICES OR THE CONTENT, INFORMATION, PRODUCTS OR SERVICES PROVIDED AT, THROUGH OR IN CONNECTION WITH THIS WEBSITE OR THE SERVICES OR ANY OTHER WEBSITE LINKED TO THIS WEBSITE OR SERVICES RESULTS IN ANY LOSS TO YOU, OR RESULTS IN THE NEED FOR ANY SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME RESPONSIBILITY FOR ALL SUCH LOSSES AND ALL COSTS ARISING THEREFROM OR ASSOCIATED THEREWITH.
No Joint Venture:
This Terms of Use shall not be construed as a teaming, joint venture, or other such arrangement, unless the parties expressly and explicitly execute an agreement to that effect.
Indemnity:
You agree to indemnify, defend and hold harmless Able Software and its officers, directors, members, managers, employees, agents, representatives, successors and assigns from and against, any claims, causes of action, damages, liabilities, losses, costs, or expenses (collectively, “Losses”) that they incur or may incur arising from, resulting from, or arising in connection with: (i) your breach of these Terms of Use; (ii) your use of this Website or the Services or your use of the Content; (iii) personal injury or tangible and intangible property damage, casualty or loss suffered or incurred in connection with your use of the Website or Services (including loss of data) or Content or other information services available by or through your use of the Website or the Services or Content (including damage, casualty or loss arising from the malicious acts of third parties which could have been prevented or avoided by you using reasonable protective means); and (iv) your acts and omissions in connection with your use of the Website, the Services or Content. You also agree to indemnify, defend and hold harmless Able Software from and against any Losses that Able Software incurs or may incur arising from, resulting from, or arising in connection with your providing to Able Software inaccurate or untruthful information via the Website or Services whether to gain access to the products or services provided through this Website, the Services or otherwise.
Severability:
If any provision of these Terms of Use is held invalid or unenforceable in whole or in part in any jurisdiction, that provision shall be ineffective in that jurisdiction without affecting the validity of enforceability of the remaining provisions of these Terms of Use.
Integration Clause:
You hereby acknowledge that these Terms of Use, the Privacy Policy, any applicable Terms of Service and all other documents referenced herein represent the entire agreement between you and Able Software concerning your use of this Website, Content and the Services.
Headings of the Terms of Use:
The section headings used in these Terms of Use are for reference and the convenience of the readers and shall not constitute part of the Terms of Use for interpretation purposes.
Questions:
If you have any questions about this policy, please contact Able Software by e-mail at privacyofficer@ableteams.com, or by regular mail at Able Software, 2515 Jay Avenue, Suite 101, Cleveland, Ohio 44113, Attention: Privacy Officer.
Acceptance of These Terms of Use:
By accessing this Website or the Services, you agree to the terms as well as any posted changes of these Terms of Use. If you do not agree to these Terms of Use, DO NOT use this Website or the Services.
Date of last update: August 31, 2020
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