These Terms of Use (the “Agreement”) is between SL Compliance Technologies, Inc. (d/b/a ReadyWork.AI) a Delaware corporation, with its principal business address at 221 W 9th St, #1077, Wilmington, DE 19801 (“SL Compliance”) and the party completing the Order Form to which the Agreement is incorporated (“Client”) and is effective as of the date an Order Form (as defined below) is executed.
WHEREAS, SL Compliance has developed or has sublicensable access to internet-based software that provides users an electronic platform by which to manage certain vendor requirements for candidates prior to being placed on a temporary staffing assignment (“ReadyWork”); and
WHEREAS, SL Compliance desires to provide ReadyWork to Client and Client desires to use ReadyWork pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the mutual representations, warranties and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
The following terms when initially capitalized and used herein shall have the following meanings:
“Authorized Users” shall mean Client, its employees, contractors and Permitted Client Customer(s), as herein defined, who are authorized to have access to ReadyWork to operate Client’s business subject to this Agreement and an Order Form.
“Client Related Parties” means Permitted Client Customer, its agents, employees, or any other party who Client causes, intentionally or not, to be a user of ReadyWork.
“Confidential Information” shall mean all confidential and proprietary information of a Party, whether in oral, written, or other tangible form, that the Party disclosing the information designates as being confidential or which, under the circumstances surrounding the disclosure, the receiving Party knows or should have reason to know should be treated as confidential. Confidential Information includes but is not limited to Customer Data, individual information, books and records reflecting the transactions under this Agreement, technical, financial, and marketing information, software (including program specifications and source code), inventions, research and development information, business plans, and customer lists pertaining to the respective businesses and technologies of SL Compliance and Client, and also includes the terms (but not the Parties) of this Agreement. Notwithstanding the foregoing, Confidential Information does not include information that (a) is now, or hereafter becomes, through no act or failure on the part of the receiving Party, generally known or available to the public; (b) was acquired by the receiving Party before receiving such information from the disclosing Party and without restriction as to use or disclosure; (c) is hereafter rightfully furnished to the receiving Party by a third party, without restriction as to use or disclosure; (d) is information that was independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (e) is necessary to be disclosed in order to establish the rights of either Party under this Agreement.
“Customer Data” shall mean all data concerning or related to Client’s customers and/or Client’s customers’ workers, or candidates; including, without limitation, training and credential information, billing information, technical and system profiles, and the names, addresses, and other identifiers of Authorized Users, Client’s customers, and Client’s customers’ workers and applicant.
“Effective Date” shall mean the date this Agreement is executed.
“Order Form” shall mean the instrument (which may include a webpage), executed by the Parties, where the specific Services, fees, and related terms are set out related to a Client’s use of the ReadyWork platform.
“Permitted Client Customer” means a customer of Client who needs access to ReadyWork in connection with the contractual relationship between Client and such customer and who is not a competitor of SL Compliance, but only so long as such customer relationship exists between Client and such customer.
“Parties” shall mean SL Compliance and Client. “Party” means SL Compliance or Client.
“Update” shall mean a change to ReadyWork which SL Compliance voluntarily provides and/or effects to (1) a version of ReadyWork that SL Compliance or any related entity has licensed to any third party or (2) the version of ReadyWork SL Compliance or any related entity is using to deliver an electronic platform for background screening services.
Client shall begin onboarding no later than the Onboarding Start Date. Once onboarding begins, Client may utilize its SL Compliance account manager during the Onboarding Period. Following the Onboarding Period, support for Client will continue from its dedicated account manager for the remainder of the Order Form Term.
Client agrees to pay the fees specified in the Order Form. SL Compliance will bill Client for all amounts owed under this Order Form for the applicable year specified in the Order Form, including any applicable taxes. Taxes will be applied based on the address provided above. Client shall remit payment within 30 days of the billing date. If any fees are not received by us when due, then without limiting our other rights or remedies, those fees may accrue late interest at the rate of 1.5% per month of the outstanding balance, or the maximum rate permitted by law, whichever is lower.
Client agrees that should Client’s actual use of ReadyWork exceed the pricing tier specified on the Order Form, SL Compliance will automatically bill Client for the difference in fees from the tier specified in the Order Form and the tier related to the actual use of ReadyWork by the Client.
The fees hereunder do not supersede any transaction, currency conversion or other fees otherwise associated with the Services.
In the event Client cancels its SL Compliance Account or terminates the Order Form other than for breach by SL Compliance, Client shall not be entitled to a refund of any prepaid fees and, if applicable, SL Compliance will bill Client for any fees due for the remainder of the Order Form Term. In the event of a breach by SL Compliance of this Order Form, the Agreement or MSA, SL Compliance shall provide a refund to Client of any prepaid fees, prorated based on the earlier termination date.
SL Compliance hereby grants to Client, and its Authorized Users, a non-exclusive, limited license and right to access and use ReadyWork and all user and training documentation in relation thereto for its benefit subject to the terms and conditions of this Agreement and an Order Form.
Authorized Users shall not provide or make available their usernames or passwords to any other person. An Authorized User account is not permitted to be shared among users. SL Compliance may from time-to-time request from Client a list of all Authorized Users, including their employer information and, if not employed by Client, what the employer’s relationship is to Client. Client will provide this list to SL Compliance within a reasonable period of time after its request.
Client shall use reasonable efforts to prevent any unauthorized use of ReadyWork. Client shall immediately notify SL Compliance in writing of any unauthorized use that comes to Client’s attention or that is suspected by Client. If there is unauthorized use by anyone who obtained access to ReadyWork, Client shall take all steps reasonably necessary to terminate the unauthorized use. Client will cooperate with and assist with any actions taken by SL Compliance to prevent or terminate unauthorized use of ReadyWork.
Client shall use ReadyWork only under the terms and conditions of this Agreement, an Order Form, and only for a lawful purpose. Client shall be solely responsible for appropriate use of ReadyWork, any misuse of the software, and any and all required data retention requirements. Client shall not have any rights of ownership or other proprietary rights in ReadyWork by virtue of this Agreement or an Order Form, except the rights set forth herein. Client shall use commercially reasonable efforts to prevent third parties from obtaining, scraping or downloading all or any portion of ReadyWork.
All rights not expressly granted to Client hereunder are reserved to SL Compliance. Except as otherwise expressly provided herein or agreed to in writing by SL Compliance, Client shall not and shall not permit or authorize third parties to: (i) rent, lease, and/or use ReadyWork as a service bureau or similar business model competitive to SL Compliance; (ii) use ReadyWork to provide services to third parties, with the exception of Permitted Client Customers subject to the limitations provided herein or in an Order Form; (iii) circumvent or disable any security or other technological features or measures of ReadyWork, or attempt to probe, scan or test the vulnerability of a network and/or system or to breach security or authentication measures; (iv) upload or provide for processing any information or materials that are defamatory, offensive, or abusive or of an obscene or menacing character or violate privacy or intellectual property rights; (v) use ReadyWork to harm, threaten, or harass another person or organization; or (vi) send, store or distribute any viruses, worms, Trojan horses, or other malware component harmful to a network or system.
Client will not copy, reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any ReadyWork or provide, disclose or make any ReadyWork available to any third party except as provided herein. Client shall neither alter nor remove any trademark, copyright notice, or other proprietary rights notices that may appear on any part of ReadyWork or any documentation associated therewith and will include all such notices on any copies. Client shall ensure that all affiliates and Authorized Users hereunder comply with the applicable obligations of Client under this Agreement and shall be directly liable for any breach of this Agreement by them. Client’s obligations under Subs. (i) through (vi) shall survive the expiration or any earlier termination of this Agreement for five (5) years. In the event that SL Compliance consents to any exceptions to the restrictions in Subs (i) or (ii), above, Client shall remain solely responsible and liable for any breach of this Agreement by any third party utilizing ReadyWork pursuant to the rights granted to Client hereunder.
Nothing in this Section 2.2, or otherwise in this Agreement, shall be read to waive, or otherwise limit SL Compliance’s ability to protect its intellectual property rights in ReadyWork as provided for by law during or after the Term of this Agreement.
Client is solely responsible for making any and all staffing decisions for its Permitted Client Customer.
Client agrees that SL Compliance does not assemble or evaluate any information nor is SL Compliance making, contributing, or aiding in any employment decision whatsoever as it relates to workers whose information may reside on the ReadyWork platform.
SL Compliance will provide access to ReadyWork to Client and Authorized Users on a subscription basis during the term of this Agreement subject to the terms of an applicable Order Form as executed by the Parties.
SL Compliance shall use commercially reasonable efforts to maintain ReadyWork so that it has all necessary and appropriate functionality, features, capacity, availability, performance and security to accurately, timely, consistently and completely operate in accordance with the terms and conditions of the Agreement and an applicable Order Form, as determined by SL Compliance in its sole discretion.
Client acknowledges that this Agreement provides Client with no ownership rights to whatsoever ReadyWork or accompanying documentation; any modifications and Updates SL Compliance or third party affects to same; or any patent rights (including patent applications and disclosures), copyrights, moral rights, trademarks, trade secrets, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded in ReadyWork. In the event that either Party becomes aware of any infringement or potential infringement of SL Compliance’s rights and interests in ReadyWork, that Party will first notify the other Party and Client will reasonably cooperate with SL Compliance regarding the protection of SL Compliance’s rights. Client shall at all times maintain SL Compliance’s copyright notices on all ReadyWork materials provided by SL Compliance hereunder.
SL Compliance retains all rights, title and interest in any data which is created, delivered, or related to the provision of the Services where such data cannot be reasonably related to an identified natural person (“De-Identified Data”) or cannot be reasonably attributed to an individual SL Compliance Client (“Aggregated Data”). Client agrees that both De-Identified Data and Aggregated Data are the property of SL Compliance and Client shall not assert any interest in such data.
Both Parties retain all rights, title and interest in their intellectual and other property, including but not limited to their respective trademarks, trade names, trade dress, and copyrights. Each Party shall obtain the other Party’s written consent prior to use of the other Party’s trademarks, trade names, or any other intellectual property in any manner that may be reasonably expected to be disseminated or distributed to any third-parties.
SL Compliance represents and warrants to Client that SL Compliance has right and interest in and to ReadyWork and the authority to grant the sublicenses granted hereunder and to perform all of the responsibilities SL Compliance assumes under the terms of this Agreement. SL Compliance further warrants that it has no actual notice of any claim or action, past or present, by any third party that ReadyWork infringes any patent or copyright, misappropriates a trade secret of any third party, or violates any other intellectual or other proprietary right of any third party.
Client represents and warrants that it is solely responsible for the accuracy of and any use of any and all information it chooses to upload or cause to be uploaded into the ReadyWork platform. Client further represents and warrants that Client’s use ReadyWork modules as described herein does not violate any law applicable to Client; or any agreement, understanding, or enforceable obligation of which Client is aware. Client agrees that if it requests through integration or other means other outside data to be uploaded or ingested into the ReadyWork platform, that it has permission to do so, a legal and lawful purpose and that it will comply with all applicable laws relating to and in causing such information to be ingested.
The sole purpose of ReadyWork is to enable Authorized Users to manage the workflow related to SL Compliance Client’s processing of staffing activities. Use of ReadyWork does not create an employment relationship between any person and any SL Compliance Client or third party. Client expressly represents and warrants that no employment relationship will be created except as determined by the relevant employer. SL Compliance disclaims, and Client agrees that it is solely responsible for, any employment decision or use of data which is available to Client on ReadyWork.
Client represents and warrants that it, any Authorized User, and any Permitted Client Customer have complied with all applicable laws with respect to the collection, transfer and/or use of Personal Information, including, without limitation, proper disclosure and obtaining all required consents from each individual to transfer that Personal Information to services associated with ReadyWork located in the United States or elsewhere. Personal Information, as used herein, shall mean any of the following when provided by Client, or stored by SL Compliance on Client’s behalf: (a) non-public information as defined in the Graham-Leach-Bliley Act of 1999; (b) any information subject to state or federal regulations relating to the employment, or offer of employment, of a natural person; and (c) an individual’s Personal Information or Personal Data (as defined by applicable law).
Client represents and warrants that any Personal Information submitted, provided to, uploaded, or otherwise included in ReadyWork by the Client is accurate, proportionate for the intended uses, and is complete. Client further represents and warrants that Client maintains reasonable controls necessary to ensure the accuracy and completeness of any Personal Information it provides to SL Compliance or ReadyWork.
Any third-party products that are provided by SL Compliance in connection with this Agreement are provided pursuant to the terms of the applicable third-party agreement as provided to Client and Client’s use of any such third-party product constitutes acknowledgement of, and agreement to comply with the terms of the applicable third-party agreement. SL Compliance assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any third-party products. The parties agree that SL Compliance does not assemble or evaluate information such that it is acting as a consumer reporting agency.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, READYWORK IS PROVIDED FOR USE “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND OTHER THAN AS WARRANTED HEREIN, SL COMPLIANCE DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, SL COMPLIANCE IS NOT A CONSUMER REPORTING AGENCY AND NEITHER ASSEMBLES NOR EVALUATES ANY MATERIAL OR INFORMATION THAT IS UPLOADED OR OTHERWISE PROVIDED BY CLIENT. RATHER, THE PARTIES AGREE THAT SL COMPLIANCE IS SIMPLY MAKING ITS SOFTWARE AVAILABLE TO CLIENT OVER THE INTERNET PURSUANT TO THE TERMS OF THIS AGREEMENT AND IT IS PROVIDING NO OTHER SERVICES. CLIENT IS RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL OF CLIENT’S USE OF THE SOFTWARE. THIS RESPONSIBILITY INCLUDES, BUT IS NOT LIMITED TO, THE DETERMINATION OF APPROPRIATE USES FOR THE SOFTWARE AND SELECTION OF THE SOFTWARE TO ACHIEVE INTENDED RESULTS.
READYWORK IS A WEB-BASED PROGRAM AND REQUIRES INTERNET CONNECTION TO PROPERLY FUNCTION. SL COMPLIANCE HAS NO CONTROL OVER INTERNET CONNECTION OR CONNECTIVITY AND DOES NOT WARRANT THAT READYWORK WILL FUNCTION WITHOUT INTERNET CONNECTIVITY OR THAT CLIENT WILL HAVE ACCESS TO THE INTERNET AT ALL TIMES. CLIENT BEARS THE RISK OF INTERNET ‘OUTAGES’ DURING THE TERM OF THIS AGREEMENT AND UNDER NO CIRCUMSTANCES SHALL SL COMPLIANCE BE HELD LIABLE FOR ANY COSTS OR EXPENSES ASSOCIATED WITH SUCH OUTAGES.
Client acknowledges the importance of complying with its obligations under any and all screening or employment laws including federal, state, and local laws related to engagement of employees, contingent workers, employee data, third-party employment services, or employers of record; and agrees that it shall only use ReadyWork in a manner consistent with such applicable law. License acknowledges that SL Compliance is not a law firm and does not provide legal advice in connection with: (i) Client’s set up of ReadyWork in order to comply with any applicable regulations, (ii) Client’s business operation, or (iii) Client’s other business ventures. Client shall consult with legal counsel as appropriate to determine the best use of ReadyWork. Client also understands that sample policies, configurations, or documents made available by SL Compliance to Client are being offered solely as a courtesy and should not be construed as legal advice and are used or utilized at Client’s sole risk. The laws governing the content of such policies and documents frequently change and Client understands it is not required to utilize or make available the materials provided by SL Compliance. If Client chooses to use or allow Permitted Client Customers to use SL Compliance’s sample forms, configurations, or documents in whole or in part, Client agrees that such materials shall be considered Client’s (not that of SL Compliance). Client shall indemnify, defend and hold harmless SL Compliance, its vendors and service providers, affiliates, and subsidiaries, and their respective officers, directors, and employees from and against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or in connection with any claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity related to Client’s or Permitted Client Customers’ use of sample forms, policies, configurations, documents, or processes made available by SL Compliance or in ReadyWork.
SL COMPLIANCE SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Each Party agrees during the Term of this Agreement and for a period of two (2) years after expiration or termination hereof (a) to hold the other Party’s Confidential Information in strict confidence; (b) to not disclose such Confidential Information to any third party; and (c) to not use the other Party’s Confidential Information for any purpose other than as permitted by this Agreement and an applicable Order Form. Each Party will use the same degree of care to protect the other Party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. Each Party may disclose the other Party’s Confidential Information to its employees who are informed of this confidentiality obligation and who have a bona fide need to know such information and to its auditors, consultants, contractors, or legal advisors that are bound by a confidentiality obligation substantially similar to those set forth herein.
In addition to other disclosures permitted under this Agreement, each Party may disclose the terms and conditions of this Agreement to accountants, banks, and financing sources and their advisors and in connection with an actual or proposed merger, acquisition, public offering, or similar transaction; provided that such third parties are subject to confidentiality obligations substantially similar to those set forth herein.
The Parties have developed and maintain reasonable technical, administrative, and procedural safeguards (“Safeguards”) as are necessary to fulfill its obligations to protect the confidentiality, integrity, and availability of Confidential Information under this Section 8. In the event a Party becomes aware of a material compromise of the confidentiality, integrity, or availability of Confidential Information as a result of a failure of the Safeguards (“Security Incident”), such Party shall notify the other Party of such Security Incident without undue delay, and within such time as is necessary for the notified Party to fulfill its obligations under applicable law. The party who proximately caused the Security Incident shall provide reasonable cooperation to the other Party in investigating and remediating such Security Incidents.
The initial term of this Agreement shall commence on the Effective Date, and, unless earlier terminated in accordance with this Agreement, continue until all Order Forms are terminated or expire.
Upon the occurrence of any of the following events, the Party that is not the subject of such event may terminate this Agreement immediately without further notice to the other Party: (i) Either SL Compliance or Client becomes insolvent or files for bankruptcy or has a bankruptcy case filed against it; (ii) Either SL Compliance or Client makes an assignment for the benefit of creditors; or (iii) A trustee, receiver, or other similar custodian is appointed for all or a substantial part of the property and assets of either Party.
Upon the occurrence of any of the following events of default, the non-defaulting Party may terminate this Agreement without further notice to the defaulting Party: (i) Client does not pay SL Compliance any fees required hereunder within ten (10) days after Client receives notice from SL Compliance of the nonpayment (provided that Client has not provided SL Compliance with written notice, reasonably disputing in good faith the amount allegedly nonpaid); or (ii) either SL Compliance or Client breaches any material term, provision or undertaking required in this Agreement, other than a payment default as provided in subsection (i) above, and said default remains uncorrected for more than thirty (30) days after receipt of written notice thereof. Notwithstanding the foregoing, in the event that Client breaches its obligations under Section 2.2, or any of Client’s representations or warranties in this Agreement, SL Compliance may immediately terminate this Agreement and shall have no further obligations hereunder.
In addition to the above, either Party may terminate performance under this Agreement upon written notice to the other Party if such Party reasonably believes that performance of this Agreement violates or is being conducted in a manner that does not comply with any applicable law, regulation, licensing requirement, ordinance or order.
The provisions of Sections 2.2, 3, 5, 6, 7, 8, 10, 11, and 14 shall survive any expiration or termination of this Agreement.
On termination or expiration of this Agreement, and on written request of the disclosing Party, the receiving Party will promptly return to the disclosing Party, or destroy at the discretion of the receiving Party, all tangible items containing the disclosing Party’s Confidential Information. If so requested by the disclosing Party, the receiving Party shall certify in writing that such return or destruction has been completed. Notwithstanding the foregoing, a Receiving Party may retain any information necessary for such Party to establish, exercise, or defend legal claims for so long as such legal claims may be valid.
If SL Compliance owns ReadyWork, SL Compliance agrees to indemnify and defend Client and its affiliates, directors, officers, employees and agents (collectively, “Client Indemnified Parties”), and hold each of them harmless from and against all third party claims, demands, actions, liabilities, judgments, awards, or fines arising out of or related to any such claim that ReadyWork infringes or violates the patent, copyright, trade secret or other proprietary right of any third party (the “SL Compliance Claims”). SL Compliance shall have no indemnification obligation for such infringement or misappropriate claims to the extent arising from (i) Client’s use of ReadyWork other than as permitted under the terms of this Agreement, (ii) the combination of the Software with any third-party products, services, hardware, data, content or business process(s); or (iii) the modification of ReadyWork by any party other than SL Compliance. SL Compliance also agrees that in the event of any such SL Compliance Claim, SL Compliance shall: (i) secure the right for Client to continue to use ReadyWork without payment of further fee; (ii) modify ReadyWork in a manner which, while allowing ReadyWork to operate as warranted herein, no longer constitutes an intellectual property infringement; or (iii) discontinue use of ReadyWork and terminate the Agreement. In the event SL Compliance using its best efforts is unable to accomplish items (i) or (ii), either Client or SL Compliance may terminate this Agreement and SL Compliance will refund to Client the pro-rata portion of the unused fees relating to the infringing intellectual property. THE FOREGOING IS SL COMPLIANCE’S SOLE AND EXCLUSIVE OBLIGATION FOR THE THIRD-PARTY CLAIMS DESCRIBED IN THIS SECTION. An indemnified party shall have the right to participate in its defense in any such suits or proceedings, through counsel of its own choosing, at its own expense if it has been joined as a defendant therein.
Client shall indemnify and defend SL Compliance and its affiliates, directors, officers, employees or agents of SL Compliance (collectively, “SL Compliance Indemnified Parties”) and hold each of them harmless from and against all third party claims, demands, actions, liabilities, judgments, awards, fines, expenses, costs and/or other losses (including legal fees and expenses) arising out of or related to: (i) any breach by Client or Client Related Parties of this Agreement or addenda to this Agreement, (ii) Client’s or Client Related Parties’ violation of applicable laws or ordinances, (iii) Client’s or Client Related Parties’ gross negligence or willful misconduct, or (iv) services performed or offered by Client or Client Related Parties using ReadyWork.
In addition, since Client is solely responsible for the accuracy, quality, and content of its Customer Data or related information provided by Client as well as the appropriate use of any data, Client shall indemnify, defend and hold harmless SL Compliance from all third party claims, demands, actions, liabilities, judgments, awards, fines, expenses, costs and/or other losses (including legal fees and expenses) asserted by a third party related to the accuracy, proportionality, or completeness of any data Client provided to SL Compliance. CLIENT ACKNOWLEDGES THAT ITS OBLIGATION TO INDEMNIFY AND HOLD SL COMPLIANCE HARMLESS EXTENDS TO ALL USERS OF READYWORK PERMITTED HEREUNDER, NOT JUST ITS OWN EMPLOYEES AND AGENTS.
Each Party shall promptly notify the other in writing of any and all litigation and claims known to such Party made against it or the other Party in connection with this Agreement. Each Party shall reasonably cooperate with the other in the defense or handling of any claim, action or investigation relating to the subject matter of this Agreement, provided that such cooperation shall not be deemed an acceptance of responsibility therefore, except as provided below. Any request for indemnification under this paragraph shall be in writing and shall state with particularity the specific facts supporting the request for indemnification and a good faith estimate of the amount of the indemnification requested. In the event responsibility for a request for indemnification hereunder is unconditionally accepted in writing, the Party accepting such responsibility may, at its option, elect to take up the defense or handling of any pending claim, action or investigation and, in such event, the Party requesting indemnification shall promptly relinquish control of such defense to the accepting Party. Unless and until a request for indemnification hereunder is unconditionally accepted, the requesting Party will retain control of the defense or handling of the claim, action or investigation. The failure of a Party to accept a request for indemnification under this paragraph shall not be binding upon the requesting Party and such Party’s retention of the control of the defense or handling of the claim, action or investigation shall not prejudice its right to seek enforcement of this paragraph in court.
All notices, demands, statements, waivers, approvals or other communications required or permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given if (i) personally delivered, (ii) electronically mailed, or (iii) sent by certified mail, return receipt requested and postage prepaid, or (iii) by receipted overnight delivery, to the Party intended at the address below or at such other address as may be designated by notice given to the other Party in the manner aforesaid, and shall be effective as of the date given.
For SL Compliance:
SL Compliance Technologies, Inc.
Attn: David Garcia
221 W 9th St, #1077
Wilmington, DE 19801
Email: finance@readywork.ai
For Client: Contact information as provided by Client.
This Agreement shall be governed by the laws of the State of Delaware without regard to conflicts of law provisions. The Parties hereby irrevocably submit to the exclusive jurisdiction of the United States District Court for the District of Delaware and the state court located in Wilmington, Delaware, with respect to any claims related to or arising out of this Agreement. No claim brought by either Party against the other may be brought in any other venue. The Parties agree that the Parties must undertake nonbinding mediation, in good faith, prior to the institution of any action contemplated by this Section. The Parties hereby further waive, and agree not to assert, as a defense in any action, suit or proceeding that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. In the event any litigation or other proceeding is initiated between the Parties, the prevailing Party in such action or litigation shall be entitled to recover from the other Party all costs, attorney’s fees and other expenses incurred.
SL Compliance shall be an independent contractor of Client. Neither this Agreement, nor the transactions contemplated herein, shall in any respect be interpreted, deemed, or construed as making the Parties partners or joint venturers or as creating or constituting any partnership, joint venture, association, franchise or other such relationship between the Parties. SL Compliance shall not have the right to direct or control any aspects of Client business activities in using ReadyWork or otherwise. Neither Party is permitted under this Agreement to bind the other.
Should any provision of the Agreement prove invalid or unenforceable, such finding shall not affect the validity or enforceability of any other provision of this Agreement. The Parties shall replace the invalid or unenforceable provision by a valid and enforceable one which best meets the purpose of the replaced provision.
This Agreement, together with all exhibits and other attachments referenced herein, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings between the Parties relating to the subject matter hereof, and is intended by the Parties as a complete and exclusive statement of the terms of this Agreement.
Subject to the limitations herein before expressed, this Agreement shall inure to the benefit of and be binding upon the Parties, their successors and permitted assigns.
This Agreement shall not be modified except by a writing signed by both Parties hereto.
Any failure by any Party hereto, at any time or from time to time, to enforce or require the strict keeping and performance of any of the terms and conditions of this Agreement shall not constitute a waiver of any such terms or conditions at any future time and shall not prevent such Party from insisting on the strict keeping and performance of such terms and conditions at any later time.
The rights and responsibilities set forth in this Agreement may not be assigned by either Party without the written consent of the other Party, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the successors in interest and authorized assigns of the parties.
Neither Client nor SL Compliance will be liable for any delay or failure of performance of any of its obligations under this Agreement, except for the obligation to pay money, during any period in which such performance is delayed by (a) war, civil commotion and riots, fires, floods, serious work stoppages; (b) requirements or acts of any governmental authority or agency or subdivision thereof; (c) acts of God, or (d) interruption of connectivity to the telephone infrastructure or Internet due to events outside the control of SL Compliance or SL Compliance’s agents; provided, however, that the non-performing Party shall promptly notify the other Party of any such delay and shall use its best efforts to resume performance as soon as reasonably possible.
Except as expressly set forth in Section 9.2, SL Compliance and Client each shall have the right to enter into agreements similar to this Agreement with other persons without the consent of the other.
No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy. The election of any one remedy by a Party shall not constitute a waiver of the right to pursue other available remedies.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
The Parties agree that irreparable harm shall be presumed if either Party breaches any covenant within the Agreement relating to the acknowledgment and protection of the other party’s intellectual property rights as generally described in Section 4, Confidential Information, Individual Information, and other proprietary rights; the Parties further agree that in addition to any other remedies to which either may be entitled as a result of a breach of such rights by the other, an aggrieved Party may petition a court of competent jurisdiction for an injunction immediately enjoining the other Party from continuing its breach of said rights.