Workforce Locator
Workforce Locator™ Terms and Conditions of Use

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE AND BEFORE ACCESSING "WORKFORCE LOCATOR™" INFORMATION MADE AVAILABLE ON THIS WEBSITE.

By making any use of this site, including but not limited to any use of the Workforce Locator™ program, and any information provided in this site or derived therefrom, you signify your agreement to these Terms and Conditions.

If you do not agree to these Terms and Conditions, do not use this site.

Workforce Locator reserves the right to modify these Terms and Conditions at any time.

1. Definitions

The following terms used, as used in these Terms and Conditions, shall have the following meanings:
  • "Workforce Locator" means us, McFrank & Williams Advertising Agency, Inc.
  • "Customer" means you (including your employees).
  • "Services" means the research, compilation, editing, programming and other services provided by us, including making available Customer's access to and use of the Program, and all other services provided by us through this website.
  • "Information" means the information provided on this site and/or otherwise obtained through use of the Services.
  • "Program" means the Workforce Locator™ software program, and including all updates, modifications, enhancements or new releases of Workforce Locator's software.
2. Licenses

2.1 Workforce Locator grants to Customer a non-exclusive, non-transferable license ("License") to use and display Information generated by the Program subject to the limitations contained in this Agreement and any terms and conditions of the Customer's subscription/registration. Customer acknowledges and agrees that Workforce Locator retains all ownership rights (including patents, trademarks, copyrights and other intellectual property rights) in the Services, the Program and the Information, in any form, and Customer obtains only such rights as are explicitly granted in this Agreement.

2.2 Each license is for the term specified in the subscription/registration of the Customer or, if no term is specified, for twelve (12) months, beginning on the first date of use of the Services. The Services are available only for the Customer and those authorized employees and representatives of the Customer ("Authorized Users") and may not be shared with other persons or entities. An Authorized User is authorized by Customer to access the Services during the term of this Agreement, either online via www.workforcelocator.org or after the information has been downloaded in accordance with the terms of this Agreement. Workforce Locator reserves the right to deny access to any and all users in excess of the number of Authorized Users.

3. Restrictions on Use

3.1 The Services are licensed for Customer's internal use only and subject to any restrictions set forth in the subscription/registration. Customer will not provide Information, or other Services to others, whether directly in any media or indirectly through incorporation in a database, marketing list, report or otherwise, or use or permit the use of Information to generate any statistical or other information that is or will be provided to third parties (including as the basis for providing recommendations to others); use or permit the use of Information to prepare any comparison to other information databases that is or will be provided to third parties; or voluntarily produce Information in legal proceedings.

3.2 If applicable, upon expiration or termination of a License with respect to particular Information, or upon receipt of Information that is intended to supersede previously obtained Information, unless Workforce Locator instructs Customer otherwise, Customer will immediately delete or destroy all originals and copies of the Information, as applicable, and upon request, provide Workforce Locator with certification thereof.

3.3 Upon reasonable notice and during regular business hours, Customer will permit Workforce Locator to inspect the locations at, or computer systems on which, Information is used, stored or transmitted so that Workforce Locator can verify Customer's compliance with this Agreement.

3.4 Customer will not copy, download, upload or in any other way reproduce Information except for creating a reasonable number of copies of Information for internal use only in accordance with this Agreement and not for general internal distribution.

3.5 Customer will not copy, download, translate, reproduce or merge the Program with any other program or modify or make any attempt to modify or in any way tamper with the Program; distribute, sublicense, transfer, display, rent or unbundle the Program; or reverse-engineer, disassemble, decompose or make attempts to discover the source code or underlying database structures and schemas of the Program.

3.6 Workforce Locator reserves the right to monitor Customer's use of the Service to ensure compliance with this Agreement and prevent fraudulent use. Such monitoring of use may include but will not be limited to determining whether or not the Service is accessed under the account from multiple computers, as well as noting downloads beyond the limit of the total number of records as may be set forth in the applicable subscription/registration terms or a disproportionate number of users. Workforce Locator reserves the right to limit access to the Services to (i) viewing or printing using a third party web browser print function, and (ii) downloading a maximum number of records per search. In addition, Authorized Users shall be bound by any access and download limitations per search session that are internal to a Service. Per 12-month term of the License, Customer and its Authorized Users shall be limited to downloading such total number of records as may be set forth in the applicable subscription/registration or posted within a Service. All download limitations will be enforced at Workforce Locator's discretion. Customer may not make available a user name and password to a party that is not an Authorized User. Systematic access or extraction of content from the Service, including, but not limited to, the use of "bots" or "spiders," is prohibited. If such monitoring indicates you are not in compliance with this Agreement or if fraudulent activity is suspected, Workforce Locator reserves the right to take such action as it deems necessary, including, but not limited to, suspension or termination of the account.

3.7 Customer will take all precautions to insure that its employees, non-employee agents, and its clients and customers do not obtain possession of or use the Information or the Program except in accordance with this Agreement or as agreed to by Workforce Locator in writing.

4. Payment

4.1 Customer will pay Workforce Locator in accordance with the subscription/registration. Prices and product descriptions are those set forth in the subscription/registration. A late payment charge of the lesser of 11/2% per month or the highest lawful rate may be applied to any outstanding balances until paid.

4.2 Customer will pay any applicable taxes relating to this Agreement, other than taxes based on Workforce Locator income and franchise - related taxes.

5. Disclaimers

5.1 Though Workforce Locator and its affiliates use extensive procedures to keep its database current and to promote data accuracy, Customer acknowledges that the Information will contain a degree of error.

5.2 ALL SERVICES AND INFORMATION ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, WORKFORCE LOCATOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WORKFORCE LOCATOR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING AVAILABILITY OF A SERVICE, SERVICE LEVELS OR PERFORMANCE. WORKFORCE LOCATOR WILL NOT BE LIABLE FOR ANY LOSS OR INJURY ARISING OUT OF, IN WHOLE OR IN PART, WORKFORCE LOCATOR CONDUCT IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING OR DELIVERING SERVICES OR INFORMATION.

6. Copyrights and Other Proprietary Rights

6.1 Customer acknowledges and agrees for purpose of this Agreement that Workforce Locator is the sole owner of all copyright, patent, trademark, trade secret and other proprietary or intellectual property rights in and to the Information, the Program and this Website, including but not limited to the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, screen displays, and report formats associated therewith. Information and the Program are proprietary, copyrighted works of Workforce Locator and its affiliates and comprise: (i) works of original authorship, including compiled Information containing Workforce Locator or its affiliates' selection, arrangement and coordination and expression of such Information or pre-existing material it has created, gathered or assembled; (ii) trade secret and other confidential information, including information that derives value or potential value from not being readily known or available; and (iii) information that has been created, developed and maintained by Workforce Locator or its affiliates at great expense, such that misappropriation or unauthorized use by others for commercial gain would unfairly and/or irreparably harm Workforce Locator and its affiliates or reduce Workforce Locator or its affiliates' incentive to create, develop and maintain such information. Customer will not commit or permit any act or omission that would contest or impair Workforce Locator or any affiliate's proprietary and intellectual property rights in Information or the Program or that would cause the Information or the Program to infringe the proprietary or intellectual property rights of a third party. Customer will reproduce Workforce Locator or its affiliate's copyright and proprietary rights legend on all copies of Information.

6.2 Customer will not use any trademark, service mark or trade name of Workforce Locator or any of Workforce Locator's affiliated companies or publish any press releases regarding this Agreement or any Information provided hereunder. Customer shall not disclose the negotiated pricing or terms of this Agreement, or any Information provided hereunder, to any third party.

6.3 Workforce Locator represents and warrants to Customer that, to Workforce Locator's knowledge, the Information, when used in accordance with this Agreement, does not violate any existing, U.S. copyrights, patents, trademarks, or other intellectual property rights of any third party, as of the effective date of the applicable. The foregoing warranty does not apply to the extent Customer modifies the Information in any way or combines the Information with material from third parties.

6.4 Customer shall implement and maintain security measures with respect to the Information in Customer's possession that effectively restrict access to Information only to Authorized Users with a need to know, and protect Information from unauthorized use, alteration, access, publication and distribution. In no event shall such security measures be less restrictive than those Customer employs to safeguard its most confidential information. Customer shall supply Workforce Locator with a description of such security measures at Workforce Locator's request. In the event of an actual or suspected breach of such security measures, Customer shall notify Workforce Locator within 24 hours.

6.5 Registration data and other information about Customer is subject to Workforce Locator's Privacy Policy. By using this website and accessing Workforce Locator™ information, Customer agrees that Workforce Locator™ may use Customer's name and logo in connection with Workforce Locator's promotional activities, advertising and other sales material.

7. Termination

7.1 In the event of material breach of paragraph 1, 2 or 6, the non-breaching party may immediately terminate, or Workforce Locator may suspend Services under this Agreement without prior notice. In the event of material breach of any other part of this Agreement by Customer or Workforce Locator, the non-breaching party may terminate this Agreement if such breach is not cured within thirty (30) days of written notice of breach.

7.2 The provisions set forth in paragraphs 5, 6, 8, and 9 will survive the termination of this Agreement.

8. Limitation of Liability

8.1 EXCEPT FOR CLAIMS ARISING OUT OF VIOLATIONS OF PARAGRAPHS 1.2, 2 OR 6, AGGREGATE LIABILITY WITH RESPECT TO A PARTICULAR ORDER, FOR CUSTOMER, WILL NOT EXCEED THE AGGREGATE AMOUNT PAYABLE BY CUSTOMER TO WORKFORCE LOCATOR PURSUANT TO SUCH ORDER, OR, FOR WORKFORCE LOCATOR, THE AGGREGATE AMOUNT PAID TO WORKFORCE LOCATOR BY CUSTOMER PURSUANT TO SUCH ORDER. ANY CLAIMS WILL BE BROUGHT, IN ACCORDANCE WITH THIS AGREEMENT, WITHIN 12 MONTHS OF THE FIRST OCCURRENCE GIVING RISE TO SUCH CLAIMS, OR SUCH CLAIMS WILL BE FOREVER BARRED.

8.2 WORKFORCE LOCATOR SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Choice of Law; Disputes

9.1 This Agreement is governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed exclusively in New York, without regard to choice of law provisions. Any disputes arising out of this Agreement that cannot be resolved by the parties will be brought in the competent state or federal court located in New York, New York, New York County.

9.2 Customer will pay all costs and expenses, including reasonable attorneys' fees, that Workforce Locator incurs in any action to enforce Customer's obligations under this Agreement.

10. Miscellaneous

10.1 All prior agreements, both oral and written, between the parties on the matters contained in this Agreement are expressly cancelled and superseded by this Agreement. In no event shall any terms or conditions included on any form submitted by Customer apply to the relationship between Workforce Locator and Customer hereunder, unless such terms are expressly agreed to by both parties in writing. Any amendments of or waivers relating to this Agreement must be in writing signed by both parties.

10.2 Third parties (including affiliates of Workforce Locator) that provide information, software or services to Workforce Locator or its affiliates for use in providing the Services are intended third party beneficiaries of paragraphs 6 and 9.

10.3 This Agreement binds and inures to the benefit of the parties and their successors and permitted assigns, except that neither party may assign this Agreement without the prior written consent of the other party; however, Workforce Locator may assign the Agreement to an affiliate or in connection with a merger or consolidation involving Workforce Locator (so long as the assignment is to the newly merged or consolidated entity) or the sale of substantially all of Workforce Locator assets (so long as the assignment is to the acquirer of such assets).

10.4 Your use of the information must in all cases comply with all applicable laws and regulations.

11. Cancellations

Workforce Locator accounts are non-cancelable/non-refundable after 24 hours of activation or activation with the execution of any download function. Cancellations made before the lapse of 24 hours must be in writing, sent from the contact us link.



Workforce Locator is a Proprietary Service of McFrank & Williams
www.mcfrank.com  |  Copyright © 2010  |  U.S. Patent No. 9,047,585 All rights reserved
None of the foregoing material may be copied, duplicated or disclosed without the express written permission of McFrank & Williams