Terms & conditions for expandopedia
Last updated January 30, 2021
By accepting these Terms and Conditions online, upon full payment of established price, you (“SUBSCRIBER”) enter into a licence agreement (the “Agreement”) with us, Elements Global Services LLC DBA Expandopedia, 542 S Dearborn Street, Floor 12, 60605, Chicago, Illinois, (“LICENSOR”), under which we grant you and you acquire an access and user right for the material, information, content, documents, functionalities and features that we offer on the Website EXPANDOPEDIA (collectively the “MATERIAL”) during the subscription term that you have selected.
The Agreement shall apply to any kind of use of EXPANDOPEDIA and the MATERIAL, including but not limited to recurring subscriptions and individual purchases (e.g. of templates), and shall be governed by the following clauses:
1. Technical Requirements
SUBSCRIBER shall be solely responsible for meeting all technical and other requirements, including but not limited to a secure internet connection, equipment, hardware and software necessary for the use of the MATERIAL featured on EXPANDOPEDIA. SUBSCRIBER will be assigned a unique username and password for access to EXPANDOPEDIA, which SUBSCRIBER is not allowed to share with any third party, and which shall expire after the corresponding subscription term. SUBSCRIBER shall notify LICENSOR immediately of any suspected or occurred unauthorized use of its access credentials, or any other known or suspected breach of security, which to prevent SUBSCRIBER shall apply its best efforts to.
2. User Rights and License
LICENSOR grants to SUBSCRIBER the non-transferable, non-exclusive right to use the MATERIAL worldwide solely for SUBSCRIBER’s own internal business purposes. SUBSCRIBER shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the MATERIAL. For the avoidance of any doubt, the commercialization of the MATERIAL by SUBSCRIBER shall be strictly prohibited. Except as expressly granted under this Agreement, SUBSCRIBER shall not acquire any license or right, express or implied. Individually purchased templates can only be downloaded once.
A subscription permits the use of the MATERIAL by a limited number of SUBSCRIBER employees (“Users”) as indicated in the different subscription options on EXPANDOPEDIA, and only by specific Users as selected and identified in the order process (the “User Licenses”). The User Licenses cannot be transferred to any other User unless LICENSOR gives prior written consent.
3. Proprietary Rights
LICENSOR or its third-party vendors, if applicable, own all rights, title, interest, copyright, trademark, patents trade names, know-how, design, trade secret, and other Intellectual Property Rights, whether known or unknown, express or implied, including any derivatives or improvements thereof, in the MATERIAL and EXPANDOPEDIA. For the avoidance of any doubt, SUBSCRIBER has not right to use trademarks, trade names, or other designations of LICENSOR
Without regard to fault, negligence or tort, licensor (including all of licensor’s subsidiaries, affiliates, and related entities, and their respective former, current and future shareholders, employees, attorneys, officers, directors, agents and representatives) expressly waives any kind of liability whatsoever, including, without being limited to, liability to third parties. This waiver includes, but is not limited to, liability regarding any claims, demands, damages (including liquidated, punitive and compensatory), injuries, deaths, causes of actions, costs and expenses (including attorney’s fees and expenses at all levels of proceedings), penalties and losses, of whatever nature, and any other consequences of any sort whatsoever, whether known or unknown, without limit and without regard to the cause or causes thereof, that may be alleged, asserted or brought against licensor, which arises out of or is in any way related to expandopedia, this agreement or the material, including without limitation, those based on any inaction or action of licensor, such as violation of its obligations under this agerement, or any local, state, federal or in country domestic or foreign laws, rules, regulations, ordinances, directives or other legal processes whatsoever, including but not limited to all data protection or privacy laws and regulations.
LICENSOR WAIVES ANY KIND OF WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, RELATED TO EXPANDOPEDIA, THIS AGREEMENT OR THE SERVICES AND MATERIAL. THIS WAIVER INCLUDES, BUT IS NOT LIMITED TO, THE FACT THAT LICENSOR DOES EXPRESSLY NOT REPRESENT, WARRANT OR GUARANTEE IN ANY WAY THAT EXPANDOPEDIA OR THE MATERIAL WILL (I) BE ACCURATE, CORRECT, COMPLETE, SECURE, TIMELY, UP TO DATE, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE OR FREE FROM ANY OTHER HARMFUL COMPONENTS; (II) BE COMPLIANT WITH ANY DOMESTIC OR FOREIGN LOCAL, STATE, FEDERAL OR IN COUNTRY LAWS, RULES, REGULATIONS, ORDINANCES, DIRECTIVES OR OTHER LEGAL PROCESSES WHATSOEVER; (III) MEET ANY SUBSCRIBER REQUIREMENTS OR BE FIT FOR A PARTICULAR PURPOSE; (III) OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEMS OR DATA; NOR (IV) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
For the avoidance of any doubt, nothing in or about the EXPANDOPEDIA or the MATERIAL shall be construed to give any kind of financial, tax, accounting, or legal advice, direction or guidance to SUBSCRIBER. No attorney-client relationship is formed. SUBSCRIBER uses the MATERIAL at its own risk.
SUBSCRIBER shall indemnify, defend, and hold LICENSOR (including all of LICENSOR’s subsidiaries, affiliates, and related entities, and their respective former, current and future shareholders, employees, attorneys, officers, directors, agents and representatives) harmless from and against any claims, demands, damages (including liquidated, punitive and compensatory), injuries, deaths, causes of actions, costs and expenses (including attorney’s fees and expenses at all levels of proceedings), penalties, losses and liabilities (including, without being limited to, liability to third parties), of whatever nature, and any other consequences of any sort whatsoever, whether known or unknown, without limit and regardless of fault, negligence, tort or any other cause or causes thereof, that may be alleged, asserted or brought against LICENSOR, which arises out of or is in any way related to EXPANDOPEDIA, this Agreement or the MATERIAL, attributable to SUBSCRIBER, including without being limited to (a) any actual or alleged breach of SUBSCRIBER´s representations, warranties, or obligations under this Agreement; (b) SUBSCRIBER´s wrongful or improper use of the MATERIAL; (c) SUBSCRIBER´s violation of any LICENSOR’s or third-party proprietary or other rights, (d) SUBSCRIBER´s violation of any domestic or foreign local, state, federal or in country laws, rules, regulations, ordinances, directives, or other legal processes whatsoever; and (e) any unauthorized third party’s access and/or use of the SUBSCRIBER access credentials to EXPANDOPEDIA or the MATERIAL.
7. Subscription and Payment Terms
The subscription modalities are as outlined on EXPANDOPEDIA.
The subscription term is 12 months. Upon expiration of the initial or any renewal term, the subscription shall be automatically renewed for another 12 months, unless terminated by SUBCRIBER by giving 30 days prior notice via SUBSCRIBER’s corresponding user management settings on EXPANDOPEDIA.
LICENSOR only accepts the payment methods indicated on EXPANDOPEDIA. Subscriptions are subject to prior validation of the selected payment method, full payment of the corresponding fees and acceptance of SUBSCRIBER by LICENSOR.
SUBSCRIBER agrees to pay all applicable domestic, foreign, federal, state, and local taxes.
Refund rights of the SUBSCRIBER for any reason are expressly excluded.
8. Suspensions, Cancellations, Limitations and Modifications
LICENSOR may cancel or suspend the MATERIAL, EXPANDOPEDIA, any rights and licences granted, or a subscription, in whole or in part, anytime for any reason and in any form. LICENSOR will decide on a case-to-case basis, in good faith, at its sole discretion, if SUBSCRIBER is entitled to a refund, in whole or in part, in cases of any total or substantial cancellation or suspension for reasons not attributable to SUBSCRIBER.
LICENSOR may, from time to time, amend, edit, discontinue or delete the present terms and conditions of the Agreement, including but not limited to the rights and licenses granted hereunder, the payment terms, the subscription modalities or the MATERIAL, wholly or in part, unilaterally and at its sole discretion. Such modifications shall become effective upon notification to SUBSCRIBER. Notification to SUBSCRIBER may be accomplished in whatever way and form LICENSOR deems appropriate and choses in each case (e.g. simple implementation on EXPANDOPEDIA).
If a subscription includes the Ask-an-Expert functionality (“AaE”), SUBSCRIBER shall have access to a fixed number of hours of employee relations information and support provided by EXPANDOPEDIA expert professionals with region specific knowledge and experience. LICENSOR shall provide a monthly statement of used and remaining hours available to SUBSCRIBER on the current subscription. Hours must be used within the stated term, and failure to use the hours will not result in a refund.
AaE has been designed to serve the needs of EXPANDOPEDIA SUBSCRIBERS and to further clarify and offer guidance on the content of EXPANDOPEDIA. In addition, SUBSCRIBERS may use AaE to seek further information on key areas of employee relations and employment compliance.
SUBSCRIBER can only make a reasonable use of AaE, if applicable. LICENSOR shall determine at its sole discretion the limits of such reasonable use and can suspend such services if this is deemed necessary. For legislative and other reasons, LICENSOR can only answer certain types of inquiries in the scope of AaE. LICENSOR shall determine at its sole discretion if, how and to what extent to answer any inquiries. For the avoidance of any doubt, nothing with regards to AaE, or any other aspects of the MATERIAL or EXPANDOPEDIA, shall be considered legal advice. No attorney-client relationship is formed.
a) If any provision of this Agreement is held to be invalid, illegal, or unenforceable, but would be valid and enforceable if appropriately modified, then such provision shall apply with the modification necessary to make it valid and enforceable, consistent with its objective. In any case, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.
b) LICENSOR reserves the right to make an unlimited use of any kind of subcontractors in order comply with its obligations under this Agreement.
c) This Agreement does not create an agency, joint venture, or partnership between SUBSCRIBER and LICENSOR.
d) The failure of LICENSOR to insist upon strict adherence to any term of this Agreement on any occasion is not considered a waiver of such term, nor does it deprive LICENSOR of the right to insist on adherence later.
e) No right or cause of action for any third party shall be created by this Agreement, nor shall LICENSOR be responsible for any third-party claims against SUBSCRIBER.
f) This Agreement shall be the complete agreement between SUBSCRIBER and LICENSOR regarding the MATERIAL and EXPANDOPEDIA and shall replace any prior oral or written communications between the parties. Accordingly, by entering into this Agreement, SUBSCRIBER shall not rely on any representation that is not specified in this Agreement. This clause shall also and specifically be applicable if SUBSCRIBER is otherwise a client of LICENSOR.
10. Governing Law and Dispute Resolution
The parties agree to the application of the laws of the State of Illinois (USA) to govern, interpret, and enforce all of their respective rights, duties, and obligations arising from, or relating to, the subject matter of this Agreement, without regard to conflict of law principles.
The parties shall attempt in good faith to informally resolve or cure any and all disputes, disagreements, controversies or claims between them, arising out of or relating to this Agreement, or the breach thereof, which shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration proceeding, mediation or other proceeding will be brought and maintained in Illinois, USA (Chicago, IL) and be subject to the competent jurisdiction of the appropriate state or federal court sitting in Illinois, USA (Chicago, IL). Each party waives any right to a jury trial in any proceeding arising out of or related to this Agreement.