THE TERMS OF THIS SERVICE AGREEMENT ("AGREEMENT") IS BETWEEN FIELDPRINT, INC. ("FIELDPRINT") AND YOU.
1. Use of the Service. Upon acceptance of the terms of this Agreement and registration as a user, Fieldprint will permit you to access and use Fieldprint's web-deployed fingerprint locator and scheduling service (the "Service") by accessing Fieldprint's website (the "Site"). Except for your limited right to access and use the Service and the Site, Fieldprint does not grant you any other right or license, by implication or otherwise, to use the Service (or any subsequent version of the Service), the Site, or any patent, copyright, or other intellectual property or proprietary rights owned by or licensed to Fieldprint.
2. Scheduling of Fingerprinting. The Service permits you to electronically schedule appointment(s) for your fingerprinting in connection with an employment or employment-related requirement of the party requesting submission of your fingerprints ("Requester"). You acknowledge and agree that the scheduling of the fingerprints is your sole responsibility and that Fieldprint shall have no responsibility to you, the Requestor, or any other party with respect to the fingerprints other than coordinating the scheduling of the Service. Should you have any questions or concerns regarding the fingerprint requirement, you should contact the Requestor.
4. Acceptable Use. You agree not to use Service or the Site to
(i) disseminate or transmit unsolicited communications,
(ii) disseminate or transmit material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious,
(iii) disseminate or transmit files, graphics, software, or other material that actually or potentially infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any third party,
(iv) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication,
(v) interfere, disrupt, or attempt to gain unauthorized access to other accounts on the Service or any other computer network,
(vi) disseminate or transmit viruses, Trojan horses, or any other malicious code or program, or
(vii) engage in any other activity deemed by Fieldprint to be an unacceptable or inappropriate use of the Service or the Site.
6. Third Party Components. You acknowledge and agree that use of the Service and the Site require third party equipment and software (collectively, the "Third Party Components") that must be provided by you. The Third Party Components include, without limitation, the following: a computer(s), a connection to the internet, operating system software, and a web browser (the necessary version of any of the foregoing to be designated by Fieldprint from time to time). FIELDPRINT SHALL HAVE NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY WITH RESPECT TO THE THIRD PARTY COMPONENTS.
7. Support. Fieldprint will provide you with its standard support services for similarly situated users of the Service. Such support services may include support via the "help" pages on the Site or by e-mail response.
8. Reservations. Fieldprint retains all right, title, and interest in and to the Service, the Site, and any software used by Fieldprint in providing the Service and the Site. Any rights not expressly granted to you herein are reserved by Fieldprint. You agree not to copy, distribute, rent, lease, loan, modify or create derivative works, adapt, translate, perform, display (except as necessary to exercise your rights hereunder), sublicense, or transfer the Service, the Site, or any software used by Fieldprint in providing the Service. Without limiting the generality of the foregoing, you agree not to offer or permit the Service or the Site to be used by any third parties nor to attempt to use the Services or the Site in a service bureau capacity. You agree not to reverse engineer, disassemble, or decompile the Service or any software used by Fieldprint in providing the Service and the Site. You acknowledge that the Service, the Site, and the software used by Fieldprint in providing the Service and the Site contain Fieldprint's proprietary and confidential information. You agree to abide by and not remove, obscure, or modify any proprietary notices accessible through the use of the Service, the Site, or any software used by Fieldprint in providing the Service or the Site, or appearing on any reports or downloadable files generated through your use of the Service or the Site.
9. Term; Termination. The term of this Agreement shall commence when you click "I AGREE" at the bottom of this Agreement and shall continue until terminated in accordance with the provisions of this Section 9. Fieldprint may terminate this Agreement for any reason at any time. Without limiting the generality of the foregoing, Fieldprint may immediately terminate this Agreement, or limit your access to the Service and the Site, if you (i) fail to comply with any term or condition of this Agreement; (ii) use or attempt to use the Service or the Site in a manner that violates any Policy, (iii) transfer, distribute, or disclose the Services or the Site (including your user ID or password) to a third party, or (iv) attempt to modify the Services or the Site (except as permitted by Fieldprint for you to make use of the Services). Sections 2, 8, 9, 12, 13, 14,
15, and 16 and this sentence shall survive the expiration or termination of this Agreement for any reason.
10. Warranty by You. You represent and warrant to Fieldprint that (i) you are at least 18 years of age, (ii) you shall comply with all terms and conditions of this Agreement, including, without limitation, all of the Policies, and (iii) all information you have provided or may provide to Fieldprint in connection with this Agreement is and shall be, to the best of your knowledge, complete and accurate.
11. Warranty by Fieldprint. Fieldprint warrants to you that the Service shall be reasonably available to you, subject to reasonable downtime for maintenance, upgrades, testing, and backup. Your sole and exclusive remedy for a failure of Fieldprint to make the Service reasonably available as described in the previous sentence, and Fieldprint's sole and exclusive obligation, shall be for Fieldprint to use commercially reasonable efforts to promptly make the Services reasonably available.
12. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10, (A) THE SERVICE AND THE SITE ARE PROVIDED ON AN "AS IS," "WITH ALL FAULTS" BASIS, (B) THE ENTIRE RISK AS TO SATISFACTORY QUALITY AND PERFORMANCE IS WITH YOU, (C) FIELDPRINT DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR FITNESS OF RESULTS, NON-INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE OR THE SITE, OR OTHERWISE. YOU ACKNOWLEDGE AND AGREE THAT THE DESCRIPTIONS OF THE SERVICE AND THE SITE PROVIDED BY FIELDPRINT, WHETHER THROUGH THE SITE, BY A REQUESTOR, OR OTHERWISE, ARE NOT A PART OF THIS AGREEMENT.
13. Release. You hereby release and forever discharge Fieldprint from any and all claims, demands, and causes of actions arising out of or relating to any Application (including, without limitation, any allegation relating to discriminatory hiring or employment practices) or the processing of any Application by a Requestor.
14. Indemnity. You agree to indemnify and hold harmless Fieldprint and its affiliates from and against any from and against any damages, fines, penalties, costs, and other amounts (including reasonable attorney's fees and expenses) resulting from claims, demands, or causes of actions relating to or arising out any information you may provide to a Requestor, whether such information is included in an Application or otherwise.
15. Limitation of Liability. IN NO EVENT SHALL FIELDPRINT OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, ASSIGNS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR BUSINESS INFORMATION AND THE LIKE), WHETHER IN AN ACTION BASED IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICE OR THE SITE, OR WITH ANY APPLICATION. IN NO EVENT SHALL FIELDPRINT'S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED $100. THE FOREGOING LIMITATIONS OF LIABILITY REFLECT A DELIBERATE AND BARGAINED FOR ALLOCATION OF RISKS BETWEEN FIELDPRINT AND CUSTOMER AND ARE INTENDED TO BE INDEPENDENT OF ANY EXCLUSIVE REMEDIES AVAILABLE UNDER THIS AGREEMENT, INCLUDING ANY FAILURE OF SUCH REMEDIES TO ACHIEVE THEIR ESSENTIAL PURPOSE.
16. Miscellaneous. You shall not assign this Agreement or any of your rights or obligations hereunder and any purported assignment of this Agreement by you in contravention of the foregoing shall be null and void. Fieldprint shall not be liable for any failure or delay in its performance under the Agreement (including, without limitation, provision of the Service) due to any cause beyond its reasonable control, including act or war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, acts of third parties, failures of third party software or equipment (including, without limitation, Third Party Components), power or electrical failures,
Internet protocol packet loss or misrouting, and any internet connectivity failures. This Agreement is governed by the law of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. If any provision of this Agreement is held by a tribunal of competent jurisdiction to be illegal, invalid, or otherwise unenforceable in any jurisdiction, then to the fullest extent permitted by law (i) the same shall not effect the other provisions of this Agreement, (ii) such provision shall be deemed modified to the extent necessary in the tribunal's opinion to render such provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest extent the intent of the parties as set forth herein, and (iii) such finding of invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, the Disclaimers of Warranties in Section 11 and the Limitations of Liability in
Section 12 are considered by the parties to be integral to this Agreement and shall not be modified or severed from this Agreement. Fieldprint's failure to act with respect to a breach by you or others does not waive Fieldprint's right to act with respect to subsequent or similar breaches. No waiver of any term of this Agreement will be valid unless in writing and acknowledged in writing by both parties. This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous representations, discussions, negotiations, letters, proposals, agreements, and understandings between the parties with respect to the subject matter hereof, whether written or oral.
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