Terms and Conditions
VirgilHR, Inc. Terms & Conditions
Effective Date: July 29, 2022
The terms and conditions listed below govern use of the online services (the “Online Services”) and materials (“Materials”) (collectively, “Service” or “Services”) available therein provided by VirgilHR, Inc. (“VirgilHR”). The terms “you” and “your” in uppercase or lowercase shall mean the entity (e.g., company, corporation, partnership, sole proprietor, etc.) or government agency entering into a Subscription Agreement with VirgilHR. The “Subscription Agreement” shall consist of these General Terms and Conditions, and the standard, transactional rates applicable to you (the “Purchase Order Form”).
1. GRANT OF RIGHTS; RESTRICTIONS ON USE
1.1 You and your Authorized Users (as defined in Section 2.1 below) are granted a nonexclusive, nontransferable, limited right to access and use for research purposes the Online Services and Materials made available to you. The rights granted to each Authorized User are as follows:
a) The right to electronically display Materials retrieved from the Online Services primarily for the Authorized User’s individual use (e.g., Except for internal training and related purposes, no Authorized User may network others via LANs, WANs, intranets or the Internet). Notwithstanding the foregoing, an Authorized User may display a de minimis amount of the Materials on an incidental, infrequent basis for non-commercial purposes to other Authorized Users so long as the Materials are not hosted on a LAN or WAN;
b) The right to email, fax, download or make printouts using the commands of the Online Services and the right to create a single printout of Materials accessed or downloaded by any other means (collectively, “Authorized Printouts”);
c) With respect to all Materials, the right to download using the commands of the Online Services and store in machine readable form for no more than 90 days, primarily for that Authorized User’s exclusive use, a single copy of insubstantial portions of those Materials included in any individually searchable file or content source in the Online Services;
d) Notwithstanding anything to the contrary herein, the right to: (1) excerpt or quote insubstantial portions of Materials in documents prepared in the ordinary course of your business to the extent permitted by applicable copyright law; (2) distribute Materials to persons who are not Authorized Users (through functionality of the Online Services) on an occasional, infrequent basis as permitted by applicable copyright law; and (3) store Materials for periods in excess of the periods set forth above to the extent required for legal or regulatory compliance provided all other Materials are purged promptly upon the expiration or termination of this Subscription Agreement; and
e) For the avoidance of doubt, and except as expressly permitted in subsections 1(c) through 1(d) above, downloading and storing Materials in a searchable database is prohibited. The Online Services and the Materials are protected by copyright, intellectual property laws, and other laws that prevent unauthorized access and use. If you are not an Authorized User, you are not permitted to access or use the Online Services for any purpose whatsoever. If you nevertheless access and use the Online Services or Materials without authorization, your access and use will be governed by these Terms and Conditions and you will be liable to VirgilHR for any breach of the Terms and Conditions as well as for unauthorized access and payment for use at the rates in the applicable Purchase Order Form.
1.2 To the extent permitted by applicable copyright law, you and your Authorized Users may make copies of Authorized Printouts and distribute Authorized Printouts and copies.
1.3 Except as specifically provided in Sections 1.1 and 1.2, you and your Authorized Users are prohibited from downloading, emailing, faxing, storing, reproducing, transmitting, displaying, copying, distributing, or using Materials retrieved from the Online Services. You may not exploit the goodwill of VirgilHR, including its trademarks, service marks, or logos without the express written consent of VirgilHR. Additionally, under no circumstances may you or any Authorized User offer any part of the Online Services or Materials for commercial resale or commercial redistribution in any medium or use the Online Services or the Materials to compete with the business of VirgilHR.
1.4 All right, title, and interest (including all copyrights, trademarks, and other intellectual property rights) in the Online Services and Materials in any medium belongs to VirgilHR or any third- party suppliers of Materials. Neither you nor your Authorized Users acquire any proprietary interest in the Online Services, Materials, or copies thereof, except the limited rights granted herein.
1.5 Neither you nor your Authorized Users may use the Online Services or Materials in any fashion that infringes the intellectual property rights, privacy rights or proprietary interests of VirgilHR or any third party. Your use of the Online Services and Materials must comply with all applicable laws, rules, and regulations.
1.6 Neither you nor your Authorized Users may remove or obscure the copyright notices or other notices contained in Materials.
1.7 Neither you nor your Authorized Users may use information included in the Online Services or Materials to determine an individual consumer’s eligibility for (a) credit or insurance for personal, family, or household purposes; (b) employment; or (c) a government license or benefit. The term “consumer” is defined in the United States Fair Credit Reporting Act at 15 USC §1681.
1.8 Other provisions that govern use of the Online Services and Materials are set forth in the applicable Purchase Order Form, online descriptions of files, online notices following source selection, and individual documents retrieved from the Online Services (collectively, the “Additional Terms”), all of which are incorporated by reference into this Subscription Agreement.
2. ACCESS TO SERVICES
2.1 Only your employees, temporary employees, students, partners/members/owners/shareholders, and contractors dedicated to performing work exclusively for you (to the extent those categories of persons are appropriate to your situation) are eligible to access and use the Online Services and Materials (“Eligible Persons”). Without limitation, external professional service providers such as attorneys, accountants, outsourcers, and public relations firms are specifically excluded from being Eligible Persons. The term “Authorized User” means an Eligible Person whom you have identified to VirgilHR for purposes of issuing a VirgilHR ID. You agree that each VirgilHR ID may only be used by the Authorized User to whom VirgilHR assigns it and that the VirgilHR ID may not be shared with or used by any other person, including other Authorized Users. You will manage your roster of Authorized Users and will promptly notify VirgilHR to deactivate an Authorized User’s VirgilHR ID if the Authorized User is no longer an Eligible Person or you otherwise wish to terminate the Authorized User’s access to the Online Services. You are responsible for all use of the Online Services and Materials accessed with VirgilHR IDs issued to your Authorized Users, including associated charges, whether by Authorized Users or others. You will use reasonable commercial efforts to prevent unauthorized use of VirgilHR IDs assigned to your Authorized Users and will promptly notify VirgilHR, in writing, if you suspect that a VirgilHR ID is lost, stolen, compromised, or misused. You represent and warrant you are neither identified on, nor shall you provide access to the Online Services or Materials to any individuals or entities identified on, (a) OFAC’s list of Specially Designated Nationals (“SDN List”); (b) the UK’s HM Treasury’s Consolidated List of Sanctions Targets; (c) the EU’s Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions; (d) any other applicable sanctions lists; or (e) any person 50 percent or more owned, directly or indirectly, individually or in the aggregate by a person(s) identified in (a) through (d).
2.2 Use of the Online Services via mechanical, programmatic, robotic, scripted or any other automated means is strictly prohibited. Unless otherwise agreed to by VirgilHR in writing, use of the Online Services is permitted only via manually conducted, discrete, individual search, and retrieval activities.
2.3 To comply with local privacy, data protection and other laws, each VirgilHR ID is country-specific and may not be used outside the country for which it is issued, except for short periods not to exceed 30 continuous days. If VirgilHR suspects use of an VirgilHR ID outside the country of issue for a period in excess of 30 continuous days, VirgilHR may suspend the VirgilHR ID or require you to use and pay for an VirgilHR ID for the relevant country. On request, VirgilHR will issue a geographically compliant VirgilHR ID, subject to additional costs, if applicable.
2.4 The Online Services, Materials, and feature functionality within the Online Services may be enhanced, added to, withdrawn, or otherwise changed by VirgilHR without notice.
2.5 Subject to Section 2.4 above, the Online Services may contain a feature that will allow your Authorized Users to create work folders or work-spaces (“Cases”) from within research sessions that are associated solely with their respective VirgilHR IDs. The Cases are designed to allow your Authorized Users to save copies of Online Services and Materials made available by VirgilHR for particular reasons, as well as links to materials made available on the Internet or other documents that you or your Authorized Users’ own or otherwise have the right to upload to Cases. VirgilHR represents and warrants that: (a) the Cases will be under the exclusive control of your Authorized Users; and (b) VirgilHR will not access or otherwise review the content of Cases without your authorization. Notwithstanding the foregoing, VirgilHR may access or disclose the content of Cases to the extent necessary to facilitate features and functions of the Services and to comply with contractual and legal obligations including, but not limited to, an administrative or judicial proceeding. Authorized Users are solely responsible for the content of their respective Cases. You represent and warrant that the Authorized Users have the right and authority to upload all content to the Cases that is not provided by VirgilHR. Authorized Users are prohibited from uploading content to the Cases that is defamatory, libelous, pornographic, or obscene, unless such content is reasonably related to professional responsibilities. In addition, Authorized Users are strictly prohibited from uploading content to the Cases that is unlawful or that is considered protected health information under the Health Accountability and Portability Protection Act of 1996 (HIPAA) or the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH). You agree to indemnify, defend, and hold VirgilHR harmless for all third-party claims, damages, costs, fines and expenses that VirgilHR may incur as a result of you or your Authorized Users’ use of the Cases or any content uploaded to the Cases, excluding VirgilHR Materials. Authorized Users are solely responsible for securing or saving the content of their respective Cases before the expiration or termination of this Subscription Agreement, if desired. VirgilHR has no obligation to provide the content of Cases to you or your Authorized Users after the termination of this Subscription Agreement. All VirgilHR Materials contained in Cases remain subject to the storage limitations and other license terms and restrictions set forth in this Subscription Agreement.
3. LIMITED WARRANTY
3.1 VirgilHR represents and warrants it has the right and authority to make the Online Services and Materials available to you and your Authorized Users as authorized expressly by this Subscription Agreement.
3.2 EXCEPT AS OTHERWISE PROVIDED IN SECTION 3.1, THE ONLINE SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS AND VIRGILHR AND ANY THIRD-PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY MATERIALS OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE ONLINE SERVICES AND MATERIALS ARE NOT A SUBSTITUTE FOR THE ADVICE OR SERVICES OF AN ATTORNEY NOR IS IT INTENDED TO BE. ALTHOUGH VIRGILHR STRIVES TO KEEP ITS SERVICE ACCURATE AND UP-TO-DATE, BECAUSE THE LAW CHANGES RAPIDLY, VIRGILHR CANNOT GUARANTEE THAT ALL OF THE INFORMATION PROVIDED AS PART OF THE ONLINE SERVICES AND MATERIALS IS COMPLETELY CURRENT. THE LAW IS DIFFERENT FROM JURISDICTION TO JURISDICTION, AND MAY BE SUBJECT TO DIFFERENT INTERPRETATION BY DIFFERENT COURTS, REGULATORY AGENCIES, AND GOVERNMENTAL BODIES. FURTHERMORE, THE ONLINE SERVICES AND MATERIALS PROVIDED AS PART OF THE SERVICE IS NOT LEGAL ADVICE AND IS NOT GUARANTEED TO BE CORRECT, COMPLETE, OR UP-TO-DATE. NEITHER THE ONLINE SERVICES NOR THE MATERIALS ARE INTENDED TO CREATE ANY ATTORNEY-CLIENT RELATIONSHIP, AND USE OF THE ONLINE SERVICES AND MATERIALS DOES NOT AND WILL NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN THE PARTIES OR ANY OF VIRGILHR’S OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, OR ANY OTHER REPRESENTATIVE OF VIRGILHR. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
4. LIMITATION OF LIABILITY
4.1 4.1 A Covered Party (as defined below) shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from: (a) any errors in or omissions from the Online Services or any Materials available or not included therein; (b) the unavailability or interruption of the Online Service or any features thereof or any Materials; (c) your or an Authorized User’s use of the Online Services or Materials; (d) the loss or corruption of any data or equipment in connection with the Online Services; (e) the content, accuracy, or completeness of Materials, regardless of whether you received assistance in the use of the Online Service from a Covered Party; (f) any delay or failure in performance beyond the reasonable control of a Covered Party; or (g) any content retrieved from the Internet even if retrieved or linked to from within the Online Services.
4.2 “Covered Party” means: (a) VirgilHR and any officer, director, employee, subcontractor, agent, successor, or assign of VirgilHR; and (b) each third party supplier of Materials, third party alliance entities, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third-party supplier of Materials or third-party alliance entity or any of their affiliates.
4.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF VIRGILHR IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR MATERIALS OR THIS SUBSCRIPTION AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE ONLINE SERVICES AND MATERIALS IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY VIRGILHR.
4.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, VIRGILHR WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, MATERIALS, OR THE FAILURE OF VIRGILHR TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO VIRGILHR’S INDEMNITY OBLIGATIONS OR YOUR (AND YOUR AUTHORIZED USERS’) INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO VIRGILHR OR ITS THIRD-PARTY SUPPLIERS.
4.5 Notwithstanding anything to the contrary in this Section 4:
(a) If there is a breach of the warranty in Section 3.1 above, then VirgilHR at its option and expense, shall either defend or settle any action and hold you harmless against proceedings or damages of any kind or description based on a third party’s claim of patent, trademark, service mark, copyright or trade secret infringement related to use of the Online Services or Materials, asserted against you by such third party provided: (i) all use of the Online Services and Materials was in accordance with this Subscription Agreement; (ii) the claim, cause of action or infringement was not caused by you modifying or combining the Online Services or Materials with or into other products or applications not approved by VirgilHR; (iii) you give VirgilHR prompt notice of any such claim; and (iv) you give VirgilHR the right to control and direct the investigation, defense and settlement of each such claim. You, at the expense of VirgilHR, shall reasonably cooperate with VirgilHR in connection with the foregoing. (b) In addition to Section 4.5(a), if the Online Services or the operation thereof become, or in the opinion of VirgilHR are likely to become, the subject of a claim of infringement, VirgilHR may, at its option and expense, either: (i) procure for you the right to continue using the Online Services; (ii) replace or modify the Online Services and Materials so that they become non-infringing; or (iii) if options (i) or (ii) are not reasonably available terminate this Subscription Agreement on notice to you and grant you a pro-rata refund or credit (whichever is applicable) for any pre-paid fees or fixed charges. (c) The provisions of Sections 4.5(a) and (b) shall constitute your sole and exclusive remedy for the respective matters specified therein.
5. MODIFICATIONS & TERMINATION
5.1 These Terms and Conditions, including the Additional Terms may be changed from time to time as described below or by written agreement. Charges and payment terms may be changed in accordance with the terms of your Purchase Order Form; all other provisions may be changed by VirgilHR immediately upon notice to you. If any changes are made to this Subscription Agreement, such changes will: (a) only be applied prospectively; and (b) not be specifically directed against you or your Authorized Users but will apply to all similarly situated VirgilHR customers using the Online Services. You may terminate this Subscription Agreement upon written notice to VirgilHR if any material change to these Terms and Conditions is unacceptable to you. For termination to be effective under this Section 5.1, written notice of termination must be provided to VirgilHR within 90 days of the effective date of the change. Continued use of the Online Services following the effective date of any change constitutes acceptance of the change but does not affect the foregoing termination right. Except as provided above, this Subscription Agreement may not be supplemented, modified, or otherwise revised unless signed by duly authorized representatives of both parties. Furthermore, this Subscription Agreement may not be supplemented, modified, or otherwise revised by email exchange even if the email contains a printed name or signature line bearing signature-like font.
5.2 VirgilHR may terminate this Subscription Agreement at any time in accordance with this Section 5.2. You may terminate this Subscription Agreement in accordance with this Section 5.2 only if there are no fixed-priced or fixed term amendments in effect between you and VirgilHR. The effective date of termination shall be 10 days after the receipt of written notice of termination unless a later date is specified in the notice. VirgilHR may temporarily suspend or discontinue providing access to the Online Services to any or all Authorized Users in breach of this Subscription Agreement without notice and VirgilHR may pursue any other legal remedies available to it.
6. PRIVACY and DATA SECURITY
6.1 The ability of VirgilHR to provide Online Services and Materials is regulated by a variety of privacy, data protection, and other laws in a variety of jurisdictions (“Data Laws”) and by the licenses under which it may obtain Materials (“Licenses”). You acknowledge that VirgilHR will perform a due diligence review of your account upon registration. You also acknowledge that VirgilHR may perform periodic reviews of you and your Authorized Users’ use of the Online Services and Materials subject to Data Laws or Licenses (“Regulated Data”) to comply with Data Laws and license restrictions, and that the review may include asking you or your Authorized Users to verify that use of Regulated Data was for a permissible purpose. You and your Authorized Users will cooperate with VirgilHR in any such due diligence or regulatory review and will promptly produce all relevant records and documentation and other assistance reasonably requested by VirgilHR to enable VirgilHR to fulfill its obligations under Data Laws and Licenses. All reviews will be at the expense of VirgilHR. If there is any failure to cooperate with VirgilHR, or if any review reveals the lack of a permissible purpose to access Regulated Data, VirgilHR may deny access to the Online Services or to Regulated Data. VirgilHR will be under no obligation to reduce the fees payable by you to the extent that it is unable to provide Regulated Data to you based solely on your non-cooperation.
6.2 If you, any of your Authorized Users, or any person you or your Authorized Users permits to use the Online Services or who gains access through an Authorized User’s failure to properly secure his or her VirgilHR ID or computer (a “User”) should access or use Regulated Data in an unauthorized manner (a “Security Event”), then the following provisions will apply: (a) if required by applicable law, you will notify the individuals whose information has potentially been accessed or used that a Security Event has occurred; (b) you will notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required by law; (c) the notification will not reference VirgilHR or the product through which the Regulated Data was provided, nor will VirgilHR be otherwise identified or referenced in connection with the Security Event, without the express written consent of VirgilHR; (d) you will be solely liable for all claims that may arise from a Security Event caused by you, your Authorized Users or a User and you will indemnify VirgilHR for any third-party claims directed against VirgilHR that arise from the Security Event; and (e) all notifications and indemnity claims related to the Security Event will be solely at your expense.
6.3 “Data protection laws” means all applicable privacy and data protection laws, regulations, orders, and other legal requirements. The terms “personal data” and “processing” will have the meanings ascribed to them in the data protection laws, and where the data protection laws use equivalent or corresponding terms, such as ‘personal information’ instead of ‘personal data”, they will be read as the same.
7.1 All notices and other communications hereunder shall be in writing or displayed electronically in the Online Services by VirgilHR. Notices shall be deemed to have been properly given on the date deposited in the mail, if mailed; on the date first made available, if displayed in the Online Services; or on the date received, if delivered in any other manner. Legal notices to VirgilHR should be sent to VirgilHR, Inc. Attn: Head of Legal – 15720 Winners Dr., Gaithersburg, MD 20878.
7.3 Neither you nor any Authorized User may assign your rights or delegate your duties under this Subscription Agreement without the prior written consent of VirgilHR, which consent shall not be unreasonably conditioned, delayed or withheld. This Subscription Agreement and any amendment thereto shall be binding on and will inure to the benefit of the parties and their respective successors and permitted assigns.
7.4 This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Maryland regardless of the law that might otherwise apply under applicable principles of conflicts of law.
7.5 This Subscription Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this Subscription Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed, and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of this Subscription Agreement.
7.6 Where applicable, each affiliated company of VirgilHR and each third-party supplier of Materials has the right to assert and enforce the provisions of this Subscription Agreement directly on its own behalf as a third-party beneficiary.
7.7 This Subscription Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals, or quotations on that subject matter.