IMPORTANT - READ CAREFULLY: THIS PAYTRAK USER AGREEMENT (THE "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND ANY COMPANY YOU REPRESENT (COLLECTIVELY, "YOU AND YOUR") AND VIRTUAL WORKFORCE, LLC REGARDING THE PAYTRAK APPLICATION (“PAYTRAK”). PLEASE READ THE AGREEMENT CAREFULLY BEFORE CONTINUING AND INDICATE YOUR ACCEPTANCE OF THESE TERMS BY CLICKING THE "I AGREE TO THE TERMS OF SERVICE" BOX WHEN REGISTERING.

If you are obtaining or have obtained access to Paytrak from a third party authorized by Virtual Workforce’s Partner (“Partner”), then: (a) the terms of this Agreement shall apply to Your use of Paytrak; and (b) this Paytrak User Agreement is between Virtual Workforce and you, however, the terms of the agreement by which you order from Partner any related products or Services is between you and the Partner.

Virtual Workforce owns Paytrak, an online jobs and market analytics service accessed through the Internet (collectively the "Site”). You, hereinafter referred to as ‘User’ are being provided access to the Site by Virtual Workforce or by an authorized Virtual Workforce’s Partner. By accessing or using the Site, you indicate your acceptance of the following terms and conditions:

1. Creating User Accounts. A user account is required to access the Site and may be accessed and used only by those authorized individuals who are registered with Virtual Workforce or Virtual Workforce Partner. To create a user account, each User must complete the registration process by providing Virtual Workforce or Virtual Workforce’s Partner with current, complete and accurate information as may be directed from time to time by Virtual Workforce or Virtual Workforce’s Partner and agree to promptly update such information, should it change or be determined to be inaccurate. Should Virtual Workforce or Virtual Workforce’s Partner suspect that such information is untrue, inaccurate, not current or incomplete, Virtual Workforce or Virtual Workforce’s Partner has the right to suspend or terminate a User’s usage of the Site.

2. User ID and passwords. Each User shall be assigned a personal, non-transferable User ID and password, after logging-in for the first time to the Web Site. User accounts cannot be ‘shared’ or used by more than one individual. User ID and passwords must be kept confidential and not disclosed to anyone. Each User is responsible for all activities that occur through the use of his/her User ID and password, including unauthorized use, and for promptly notifying Virtual Workforce or Virtual Workforce’s Partner and his/her employer of any unauthorized use of the User ID and password, or any other breach of security with respect to the Site. Virtual Workforce or Virtual Workforce’s Partner, in its sole and absolute discretion, may at any time terminate or otherwise restrict access to and use of the Site should it suspect a User ID and password is being used to gain unauthorized access to the Site or in any way associated with a breach of security of the Site.

3. User Responsibilities. Each User is responsible for any and all activities that occur under his/her account and ensuring that he/she exits or logs-off from his/her account at the end of each session of use. Each User shall also use best efforts to immediately stop any unauthorized copying or distribution of Content that is known or suspected by User and which exceeds the scope licenses granted in Section 2. Virtual Workforce shall not be responsible for any unauthorized access to, or alteration of, User transmissions or data, any material, information or data sent or received, regardless of whether the data is actually received by Virtual Workforce, or any transactions entered into through the Site or failure to abide by this User Agreement.

4. User Conduct. Users agree to abide by all applicable local, state, national and international laws and regulations in connection with use of the Site. In addition, each User shall not use the Site to: (a) obtain, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (b) use information from the Site in connection with sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) transmit any material that may infringe the intellectual property or other rights of third parties, including trademark, trade secret, copyright, or patent rights; (d) transmit through or post on the Site unlawful, harassing, libelous, abusive, tortious, defamatory, threatening, harmful, libelous, invasive of another’s privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or material which is harmful to minors in any way; (e) interfere with or disrupt servers or networks connected to the Site or violate the regulations, policies or procedures of such networks; (f) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs, or cancelbots; (g) harass or interfere with another user’s use and enjoyment of the Site; (h) attempt to gain unauthorized access to the Site, other accounts, computer systems or networks connected to the Site, through User ID and password mining or any other means; (i) use the Site or any related information for illegal purposes; (j) offer any access to the Web Site via hyperlink framing on the Internet without prior written consent of Virtual Workforce ; or (k) allow any third parties or unauthorized persons in general to use the Web Site, and if a User does become aware of any such third party or other unauthorized use, he/she must provide notice to Virtual Workforce or Virtual Workforce’s Partner immediately.

5. Cookies and Other Tracking Methods. Use of the Site might result in the storage of some information on your computer (e.g., information about which pages you visit, your browser type, your IP address, your most-recently visited URL, your preferences and other information). This information may be in the form of a ‘cookie’ or similar file. Cookies are small pieces of information stored on a User’s computer hard disk drive, not on the Web Site. A User is always free to decline the cookies if the browser permits, but some parts of the Web Site or Site may not work properly in that case. In some cases, Virtual Workforce or Virtual Workforce’s Partner may track or collect information about a User’s use of the Site by the numeric address assigned to the computer being used (IP address) or by the URL’s from a User comes or to which a User leaves. Virtual Workforce or Virtual Workforce’s Partner may also automatically collect and store statistics and other information about a User and his/her use of the Site.

6. Application License. Virtual Workforce hereby grants to each User a personal, non-exclusive, non-transferable, non-assignable right to use and access Virtual Workforce as provided in accordance with (a) the terms and conditions of this User Agreement and (b) if applicable, the terms and conditions of a Third-Party Agreement between Virtual Workforce and a User’s organization or an organization with which a User’s organization, either directly or indirectly, has a relationship. This license grant is limited to access and use of Paytrak on the Site. A User shall have no other right to use, market, assign, transfer, reproduce, distribute, create derivative works of, display or publicly display the Site or reports or output therefrom.

7. Terms of Application License. Users are permitted to use the Site for business purposes only. A User shall not modify, adapt, translate, lease, loan, resell for profit, distribute, or create derivative software or other works based on all or any part of the Site. A User shall not remove or modify, or attempt to remove or modify, any proprietary notices contained in the Site or reports or output therefrom. The Site contains trade secrets and, in order to protect them, a User shall not decompile, reverse engineer or disassemble the Site, or otherwise reduce any portion of the Site to a human perceivable form. Each User shall be liable for any unauthorized copying, reverse engineering or unauthorized use of the Site by persons who access the Site using his/her user account or User ID and password. Unauthorized use of the Site, or the resale of Paytrak, is expressly prohibited. Users shall not copy, license, sell, transfer, make available, distribute, or assign this license (or any portion thereof) to any third party. Users also shall not create any Internet ‘link’ to the Site or ‘frame’ or ‘mirror’ any portion of the Site or data that is accessible from the Site, on any other server or Internet-based device. Users shall not use the Site or any portion of the Web Site in conjunction with any business or commercial enterprise not expressly authorized or contemplated by this User Agreement.

9. Contract Term. Contract term is determined by the annual subscription paid at user registration. Unless notified in writing, the contract will be automatically renewed on the contract expiration date at the then current subscription rate. If you are accessing the Site via a “Free Trial”, your access will be automatically terminated at the conclusion of the trial period.

10. Termination for Cause. Virtual Workforce or Virtual Workforce’s Partner, in its sole and absolute discretion, may terminate or otherwise restrict access to and use of the Site should it suspect a User ID and password is being used to gain unauthorized access to the Site or in any way associated with a breach of security of the Site. This is a single user license. If multiple users simultaneously access the Site; for the first breach, Virtual Workforce will suspend both User’s sessions. For the second breach, both sessions will automatically terminate, and the User Account will be suspended for 24 hours. For the third breach, both sessions will terminate, the User Account will be terminated, and the remainder of the paid subscription will be forfeited.

11. Termination for Convenience. The current contract term cannot be terminated for convenience. Notify Virtual Workforce is writing to suspend automatic contract renewal.

12. Restrictions on Transfer. User may not transfer any of User’s rights under this User Agreement and User shall not sublicense, assign or transfer the license to the Site without Virtual Workforce’s prior written consent which will not be unreasonably withheld. Any attempt to sublicense, assign or transfer any of User’s rights, duties or obligations hereunder without Virtual Workforce ‘s consent is void and a breach of this User Agreement.

13. Ownership. All right, title and interest in and to Virtual Workforce and any copies of Paytrak, in whole or in part, including translations, compilation, partial copies, modifications, updates, any images and applets, photographs, animations, images, screen or report layouts, video, audio, music and text incorporated in the Site, including any intellectual property or industrial property rights therein, shall be vested exclusively in Virtual Workforce. Users have only the limited rights granted by this User Agreement. Users are not owners of any copy of Paytrak. Virtual Workforce reserves all rights not expressly granted to a User hereunder. Paytrak is protected by United States law and international treaties relating to protection of copyright, patents, trade secrets, trade dress, and other intellectual property or industrial property rights. All individual reports, data, columns, other user interface elements, and workflow sequence are the copyrighted property of Virtual Workforce.

14. Third-Party Information. Although Virtual Workforce monitors the information on the Site, some of the information is supplied by independent third parties. While Virtual Workforce makes reasonable efforts to insure the accuracy of all information on the Site, Virtual Workforce makes no warranty as to the accuracy of any such information.

15. Links to Third-Party Sites. The Site may contain links that will let you access other Web sites that are not under the control of Virtual Workforce. The links are only provided as a convenience and Virtual Workforce does not endorse any of these sites. Virtual Workforce assumes no responsibility or liability for any material that may accessed on other Web sites reached through this Site, nor does Virtual Workforce make any representation regarding the quality of any product or service contained at any such site.

16. Links from Third-Party Sites. Virtual Workforce prohibits unauthorized links to the Site and the framing of any information contained on the site or any portion of the Site. Virtual Workforce reserves the right to disable any unauthorized links or frames. Virtual Workforce has no responsibility or liability for any material on other Web sites that may contain links to this Site.

17. No Warranties. Information and documents provided on this Site are provided "as is" without warranty of any kind, either express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, and non-infringement. Virtual Workforce uses reasonable efforts to include accurate and up-to-date information on this Site; it does not, however, make any warranties or representations as to its accuracy or completeness. Virtual Workforce periodically adds, changes, improves, or updates the information and documents on this Site without notice. Virtual Workforce assumes no liability or responsibility for any errors or omissions in the content of this Site.

18. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL VIRTUAL WORKFORCE BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF INFORMATION, PROGRAMS OR OTHER DATA) THAT RESULT FROM ACCESS TO, USE OF, OR INABILITY TO USE THIS SITE OR DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET, EVEN IF Virtual Workforce WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19. General. This User Agreement will be governed by the laws of the State of Minnesota and, as applicable, the laws of the United States, without regard to choose or conflicts of law principles that would result in the application of any other laws to the rights and obligations hereunder. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this User Agreement. If any provision of this User Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between User and Virtual Workforce as a result of this User Agreement or use of the Site. The failure of either party to enforce any right or provision in this User Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the other party in writing. This User Agreement comprises the entire agreement between User and Virtual Workforce.

 

Revision Date: 3/15/20