Terms of Use

IMPORTANT READ CAREFULLY: Thank you for selecting the Employee Handbook Creator ("EHC") offered by the California Chamber of Commerce (referred to as "CalChamber," "we," "our," or "us"). This End-User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity) and CalChamber for the access and use of the EHC. By clicking "ACCEPT," indicating acceptance electronically, accessing or using the EHC, you agree to these terms. If you do not agree to the terms of this Agreement, then do not indicate acceptance of the Agreement and do not use the EHC. You may return your access rights to CalChamber within 30 days of the date of purchase for a full refund.

1. AGREEMENT

1.1 This Agreement describes the terms governing your use of the EHC including content, updates and new releases (collectively, the "EHC") and gives you certain rights and responsibilities depending on the number of licenses you selected, purchased or subscribed to, as more fully described herein.

2. LICENSE GRANT AND RESTRICTIONS

2.1 The EHC is protected by copyright, trade secret, and other intellectual property laws. CalChamber owns the title, copyright and other intellectual property rights in the EHC. You are only granted certain limited rights to use the EHC, and CalChamber reserves all other rights in the EHC not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, CalChamber grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the EHC only for the period of time provided in Section 2.3 below and only for the purposes described by CalChamber for the EHC.

2.2 You acknowledge and agree that the EHC is licensed, not sold. You agree not to use the EHC in a manner that violates any applicable law, regulation or this Agreement. Unless authorized by CalChamber in writing, you agree you will not:

Provide access to or give the EHC or any part of the EHC to any third party;
Create handbooks for more than one entity, unless you have purchased the appropriate number of licenses;
Create handbooks for more entities than permitted under the number of licenses you purchased;
Reproduce, duplicate, copy, deconstruct, reverse-engineer, decompile, sell, trade or resell the EHC;
Transfer your license to the EHC to any other party;
Attempt unauthorized access to any other CalChamber system that is not part of the EHC; or
Permit any third party to benefit from the use or functionality of the EHC via a rental, lease, timesharing, service bureau, hosting service, or other arrangement.

2.3 The term of this license is for one (1) year from the date of purchase. The ability to make changes to your handbook data within the EHC is limited to the period of time during which you have an active license. If your license has expired, you will not be able to access your handbook data within the EHC unless you have renewed your license or purchased a new license. If you do not renew within one (1) year of the expiration of your license, your handbook data will be deleted from the system.

2.4 If our technical staff finds that files or processes belonging to a user pose a threat to the proper technical operation of the EHC or to the security of other users, CalChamber reserves the right to delete those files or stop those processes.

2.5 This Agreement does not grant you any rights to any trademarks or service marks of CalChamber. If you violate any of these terms, this Agreement and your license(s) to use the EHC may be terminated by CalChamber in its sole discretion.

3. YOUR PRIVACY AND COMPANY INFORMATION.

3.1 You can view CalChamber’s Privacy Policy via the Help box on the website for the EHC. You agree to be bound by the Privacy Policy, subject to change in accordance with its terms. Most importantly, you agree:

To CalChamber maintaining your data as part of the EHC.
To give CalChamber permission to aggregate your non-identifiable data which you enter or upload with that of other users of the EHC. By way of example, this means that CalChamber may use that aggregated data to improve the design of the EHC.
To CalChamber contacting you when updates are available.
To CalChamber sending you information about products and services, promotional offers, and surveys.

You grant CalChamber permission to use information you provide and about your experience so that we can provide the EHC to you, monitor and analyze your use of the EHC, maintain and update your data, and address errors or service interruptions.

3.2 You agree to keep CalChamber apprised promptly of any change in your email address, mailing address and/or phone number so we can notify you of updates or corrections.

4. CONTENT

4.1 You are responsible for your content. You are legally responsible for all information, data, text, graphics, or other materials ("Content") uploaded or stored through your use of the EHC. You grant CalChamber a worldwide, royalty-free, non-exclusive license to host any Content provided through your use of the EHC. You agree not to use the EHC for any illegal purpose or in violation of any applicable local, state, federal or international law. You are responsible for any Content that may be lost or unrecoverable through your use of the EHC. CalChamber is not responsible for the Content or data you provide through your use of the EHC.

You agree not to use the EHC to upload, publish, reproduce, or engage in any of the following, including but not limited to:

Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack of others, or criminal or civil liability under any local, state, federal or foreign law;
Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor); or
Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.

4.2 Your completed handbook is not saved in the EHC. The EHC only saves the various data you entered in creating the handbook. It does not store the finished handbook. You must save the completed handbook to your computer in order to maintain a copy of it.

4.3 CalChamber may freely use feedback you provide. You agree that CalChamber may use your feedback, suggestions, or ideas in any way, including in future modifications of the EHC, other products or services, advertising or marketing materials. You grant CalChamber a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to CalChamber in any way. CalChamber will not sell, publish or share your feedback in a way that could identify you without your explicit permission.

5. ADDITIONAL TERMS YOU AGREE TO

5.1 Accuracy of information. The information compiled in EHC is being provided by CalChamber as a service to the business community. Although every effort has been made to ensure the accuracy and completeness of this information, CalChamber cannot be responsible for any error or omission, nor any agency's/court’s interpretation, application or change of regulations.

5.2 CalChamber does not give professional advice. The EHC is designed to provide accurate and authoritative information in a highly summarized manner in regard to the subject matter covered. The EHC is licensed with the understanding that the publisher and others associated with this project are not engaged in rendering legal, technical or other professional service. If legal and other expert assistance is required, the services of competent professionals should be sought.

5.3 You will keep your password confidential. Your password is unique to you and cannot be shared even within your company. You are responsible for securely managing your password for access to the EHC and are responsible for all activities that occur under your account. If you become aware of any unauthorized access to your EHC account, theft or loss of your EHC password, you agree to contact CalChamber as soon as possible. If our technical staff suspects a password is being used by someone who is not authorized, we may temporarily disable that user’s access in order to preserve system security.

5.4 Third Party Websites. CalChamber is not responsible for the content of any third party website or any link to a third party website that is included within the EHC. CalChamber does not review, approve, monitor, warrant, or make any representations with respect to third party websites, and the inclusion of any link in the EHC is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by CalChamber of any data contained in, or any services made available through, any third party website. In no event will CalChamber be responsible for the information contained in such third party website or for your use of or inability to use such website. Access to any third party website is at your own risk, and you acknowledge and understand that linked third party websites may contain terms and privacy policies as well as fees that are different from those of CalChamber. CalChamber is not responsible for such provisions, and expressly disclaims any liability for use of such third party services and third party websites.

5.5 Downtimes. CalChamber does not guarantee uninterrupted access to the EHC per Section 6.2 below. For regularly scheduled maintenance, CalChamber will provide advance notice of scheduled downtimes.

5.6 Authorized Officer. You represent that you are authorized to execute this Agreement on behalf of your employer.

6. DISCLAIMERS

6.1 YOUR USE OF THE EHC IS ENTIRELY AT YOUR OWN RISK. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALCHAMBER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE EHC AND ITS DOCUMENTATION OR TO ITS QUALITY, PERFORMANCE, MERCHANTABILITY, TITLE, DATA LOSS, NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, ACCURACY, RELIABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE EHC AND DOCUMENTATION ARE PROVIDED "AS IS."

6.2 CALCHAMBER DOES NOT WARRANT THAT THE EHC IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. FURTHER, CALCHAMBER DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE, CONTENT OR DATA TRANSMITTED THROUGH THE EHC. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE.

6.3 CALCHAMBER DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT YOUR USE OF THE EHC WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATION OR LAW OR REGULATION. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE EHC IS IN ACCORDANCE WITH APPLICABLE LAW.

7. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF CALCHAMBER FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE EHC DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, CALCHAMBER IS NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF THE EHC OR HARDWARE THAT DOES NOT MEET CALCHAMBER REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF CALCHAMBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF CALCHAMBER AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE EHC AND ITS USE.

You agree to indemnify and hold CalChamber harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the EHC or breach of this Agreement (collectively referred to as "Claims"). CalChamber reserves the right, in its sole discretion, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by CalChamber in the defense of any Claims.

8. TERMINATION. Without prejudice to any other rights, CalChamber may terminate this Agreement if you fail to comply with its terms and conditions. Upon termination, you will no longer have access to any data stored in the EHC. Sections 2.3, 2.5, 3, 4.2, 4.3, 5, 6, 7, 9, 10, 13, and 14 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

9. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws provisions.

10. ENTIRE AGREEMENT AND SEVERABILITY. This Agreement is the entire agreement between you and CalChamber relating to the EHC and supersedes all previous agreements, negotiations or communications between you and CalChamber. If any provision is held to be void, invalid, or unlawful, the remainder of this Agreement shall continue to be enforceable.

11. CHANGES TO THIS AGREEMENT. We may change this Agreement from time to time, and the changes will be effective when posted on the EHC website. Please review the Agreement periodically on the website for changes. Your continued access or use of the EHC indicates your acceptance to the changes.

12. EXPORT RESTRICTIONS. You acknowledge that this website, the EHC, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the EHC, or any part of the EHC, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the EHC to anyone who you have reason to know may use the EHC in the development of nuclear, chemical, or biological weapons.

13. DISPUTES. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE EHC OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters, subject to the limitation of liability in Section 7. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND CALCHAMBER ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.

14. NO ASSIGNMENT. You cannot assign or transfer ownership of this Agreement to anyone.

15. NO WAIVER. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. Any waivers or amendments shall be effective only if made in writing.

16. COMPONENTS. The EHC contains components that are licensed from Telerik. Telerik retains all copyright and intellectual property rights in those components.

Date: December 16, 2013