End user agreement for ALEX Desktop
Company Confidential © HireAbility.com, LLC. All Rights Reserved Page 1 of 4
DESKTOP END USER LICENSE AGREEMENT
This End User License Agreement ("License Agreement") entered into as of today (the “Effective Date”) is by
and between HIREABILITY.com, LLC, a New Hampshire limited liability company ("HireAbility") and you a
person, company or entity (the “USER”) regarding your use of the ALEX Desktop.
USER desires to obtain a license to access to HireAbility's ALEX Desktop résumé processing technology and
services for its own internal use and HireAbility is prepared to grant such an appointment and license, on certain
terms and subject to the conditions all as set forth in this Agreement. In consideration of the terms and
conditions of this Agreement, the mutual promises and undertakings set forth in this Agreement, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, HireAbility and
USER intending to be legally bound, agree to abide by the following terms, conditions, and restrictions of this
"Licensed Materials" refers to a hosted (web service) version of HireAbility's ALEX Desktop résumé
processing software having the functionality to convert resumes from Microsoft Outlook email attachments
into Outlook contact records (VCFs) as described in HireAbility's related documentation.
2. LICENSE, TERM AND ACCESS TO SOFTWARE
2.1 License: Subject to, and in accordance with, the terms, conditions, and restrictions of this License
Agreement (inclusive of its exhibits which have been provided to USER separately and in electronic or hard
copy format and made a part of this Agreement), HireAbility hereby grants USER a nonexclusive, nontransferable
limited license to access and use the Licensed Materials exclusively for its own internal use and
in conjunction with its own systems, and for the purposes of processing of résumés from Microsoft Outlook
email attachments into Outlook contact records (VCFs). USER agrees that the use of the Licensed Materials
is governed by the terms of this License Agreement and acknowledges that it is expressly prohibited from
reselling access to the License Materials. Furthermore, USER agrees to abide by the terms of this License
Agreement as set forth below and that USER assumes all liability for activities conducted through its use of
the Licensed Materials.
2.2 Term: USER may utilize the Licensed Materials only during the term of this License Agreement. The
Initial Term of this License Agreement shall be defined in terms of a number of Résumé Credits which shall
be valid for one year from the date of purchase. Any Résumé Credits remaining unused twelve months from
the date of purchase shall expire. Each valid résumé (as described in HireAbility's then current technical
documentation) processed without failure shall equal one Résumé Credit. A “no result” Output from a valid
résumé is considered a failed résumé. At the end of the Initial Term, this License Agreement will be
automatically renewed, provided that HireAbility is in receipt of payment of the license fee at the then
current rates for USER'S continued use of the Licensed Materials. ALL LICENSE FEES PAID BY THE
USER OR ON THE USER'S BEHALF ARE NON- REFUNDABLE. HireAbility may at any time and in
its sole discretion modify the license fees.
2.3 Access: USER may access the Licensed Materials by properly providing a correct login username and
password and identifying keys when prompted to do so. In Addition, USER AGREES THAT USER
SHALL BE RESPONSIBLE FOR PAYMENT OF ALL COMMUNICATIONS CHARGES AND
SURCHARGES USED OR NECESSARY TO CONNECT TO THE INTERNET AND THE LICENSED
MATERIALS AND FURTHER AGREES THAT HIREABILITY SHALL HAVE NO LIABILITY
WHATSOEVER FOR ANY SUCH CHARGES.
2.4 Termination. At the expiration of the term, USER must delete from USER'S computer and any other device
on which USER has stored data, all Documentation relating to the Licensed Materials; and USER must
return to HireAbility or destroy all Documentation that USER has in hard copy (printed form), including
without limitation, all print-outs, reports or lists of Documentation (and copies or notes thereof). .
3. RESTRICTIONS ON USE/USER'S RESPONSIBILITIES/USE OF INFORMATION
Company Confidential © HireAbility.com, LLC. All Rights Reserved Page 2 of 4
3.1 Intellectual Property: USER acknowledges that HireAbility has a valuable proprietary interest in the
Licensed Materials and all related Documentation. USER further acknowledges that HireAbility retains all
right, title, and interest in intellectual property rights in the Licensed Materials. USER is not granted any
right, title, or interest in the Licensed Materials except the right to use them in accordance with this License
3.2 Confidentiality: The Licensed Materials contain proprietary and confidential information of HireAbility and
constitutes its trade secrets. USER agrees to hold the Licensed Materials in confidence and not to use the
Licensed Materials except as permitted hereunder. USER shall protect the confidentiality of the Licensed
Materials and access restriction information (including but not limited to USER identifications and
passwords). USER shall not distribute or otherwise make the Licensed Materials available to any third
party, unless provided herein. USER shall not merge or embed the Licensed Materials into any other
computer program. USER shall not modify, decompile, disassemble, or reverse engineer the Licensed
Materials in any manner. Except for the Documentation, which is provided for the User's sole use, USER
shall not copy or reproduce the Licensed Materials for any purpose. USER shall not make or allow any
other party to make any modifications to the Licensed Materials or remove any logos, trademarks or
proprietary notices of HireAbility or third parties found in the Licensed Materials or appearing on the
Licensed Materials or viewable to any of its applicants in any manner. Without limiting the foregoing,
USER agrees to protect the Licensed Materials at least to the same extent that USER protects its own similar
proprietary and confidential information and to take all reasonable precautions consistent with generally
accepted standards to safeguard the confidentiality of such software and documentation. The nonuse and
nondisclosure obligations set forth herein shall not apply to information which is or becomes publicly
known through no fault of USER'S and that is otherwise not in violation of the rights of HireAbility. In the
event that USER misuses the Licensed Materials, USER will immediately be in material breach of this
Agreement. USER acknowledges that in that event, monetary damages will be inadequate to remedy such
breach. USER accordingly agrees that in the event of such breach, in addition to any other remedies to
which it would be entitled under this License Agreement, HireAbility may seek injunctive relief and any
other remedy available to prevent further violations of this License Agreement and compensate HireAbility.
USER agrees to reimburse HireAbility for its reasonable attorneys' fees and costs for any such legal action.
3.3 Specific Prohibitions: USER agrees to use the Licensed Materials only for lawful purposes. USER may not
use, or allow any others to use the Licensed Materials either directly or indirectly, to make, create, solicit,
transmit, upload, or publish any comment, request, suggestion, proposal, image, data file, or other
communication which: (i) is, or is likely to be perceived as obscene or indecent, with intent to annoy, abuse,
threaten, or harass another person; (ii) violates any rights of others, including but not limited to,
infringement of any proprietary rights, copyrights, trademarks, patents, or trade secrets; (iii) intentionally
libels, defames or slanders any person, or infringes upon any person's privacy rights, or directly or indirectly
misappropriates the identity of another; (iv) contains or embodies any computer virus, harmful component
or corrupted data; (v) adversely affects the performance or availability of the Licensed Materials, or any user
thereof including but not limited to denial of service attacks; (vi) impersonates any person or entity,
including without limitation HireAbility personnel; (vii) encourages any HireAbility customer to patronize
any competing service; or (viii) violates any applicable local, state, national, international or foreign law, or
the CAN SPAM act.
3.4 Protection And Use Of Information: HireAbility provides certain features designed to assist in protecting
the security and integrity of USER'S data. USER acknowledges that its protection of its access restriction
information (including but not limited to username(s) and password(s) and identification(s)) is an integral
part of such security and integrity process. USER'S information, including but not limited to, résumés of job
applicants and internal employees that USER processes through the Licensed Materials is proprietary to
USER. HireAbility will not disclose to any third party any proprietary information without USER'S
consent. Similarly, USER agrees not to disclose information to any third party without first obtaining the
consent of the parties to whom the information pertains. Notwithstanding the foregoing, HireAbility, in its
internal operation, administration and management of the Licensed Materials shall have the right to use and
maintain USER information for the purpose of testing technical modifications made to the Licensed
Materials and providing services to USER under this License Agreement; and may provide such information
to the courts, law enforcement agencies or others involved in prosecuting claims or investigations for
conduct or conditions alleged or believed to be illegal or to violate or threaten the rights of any person.
HireAbility will have no obligation to store USER information during the term of this Agreement and any
Company Confidential © HireAbility.com, LLC. All Rights Reserved Page 3 of 4
3.5 User's Responsibilities: USER is responsible for its information and data and its accuracy. USER
acknowledges that USER has the sole responsibility to maintain the accuracy of its information and data and
to promptly inform HireAbility in the event that USER suspects a defect in the Licensed Materials that may
be affecting its information. USER acknowledges its sole responsibility to check the accuracy of
information processed using the Licensed Materials.
4. LIMITATION OF LIABILITY:
4.1 Disclaimer Of Warranties. USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE
LICENSED MATERIALS, AND THE INTERNET GENERALLY IS AT USER'S OWN RISK AND
THAT THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT
ANY WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESS OR IMPLIED. HIREABILITY
WILL USE COMMERCIALLY REASONABLE EFFORTS TO MAKE ACCESS TO THE LICENSED
MATERIALS AVAILABLE TO USER THROUGH THE REQUIRED ACCESS PROTOCOLS, BUT
MAKES NO WARRANTY OR GUARANTEE THAT USER WILL BE ABLE TO OBTAIN ACCESS AT
ANY PARTICULAR TIME OR ANY PARTICULAR LOCATION.
4.2 Additional Disclaimers And Limitations. Without limiting the generality of the Disclaimers set forth above,
HireAbility and its affiliates, agents, content providers, service providers, and licensors:
4.2.1 HEREBY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES AS TO THE ACCURACY,
COMPLETENESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR
PARTICULAR PURPOSE OF THE LICENSED MATERIALS GENERALLY, AND ALL
EXPRESS AND IMPLIED WARRANTIES THAT THE OPERATION THEREOF WILL BE
UNINTERRUPTED OR ERROR-FREE.
4.2.2 SHALL IN NO EVENT BE LIABLE TO USER OR ANYONE ELSE FOR ANY INACCURACY,
ERROR OR OMISSION IN, OR LOSS, INJURY OR DAMAGE CAUSED IN WHOLE OR IN
PART BY FAILURES, DELAYS OR INTERRUPTIONS IN THE LICENSED MATERIALS OR
FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES ARISING OUT OF OR
RELATING TO THE USE OR INABILITY TO USE THE LICENSED MATERIALS
GENERALLY. WITHOUT IN ANY WAY LIMITING THE FOREGOING, HIREABILITY SHALL
IN NO EVENT HAVE (IN THE AGGREGATE) ANY LIABILITY WHATSOEVER IN
CONNECTION WITH THIS AGREEMENT IN EXCESS OF AN AMOUNT EQUAL TO ONE
SIXTH OF THE LICENSED MATERIALS USED UNDER THIS LICENSE AGREEMENT IN
EFFECT FOR THE TERM IN WHICH USER'S FIRST CLAIM IS MADE.
4.2.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
WARRANTIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO USER. IN SUCH JURISDICTIONS,
HIREABILITY'S LIABILITY (AND THE LIABILITY OF ITS AFFILIATES, AGENTS,
CONTENT PROVIDERS AND SERVICE PROVIDERS) SHALL BE LIMITED TO THE
GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
USER agrees to indemnify, hold harmless, and defend HireAbility, its officers, employees, affiliates, agents,
content providers and service providers, against any and all claims, liabilities, damages, costs and expenses
(including, but not limited to, consequential damages, incidental damages, special damages, attorneys' fees and
disbursements) arising from or relating to USER'S use of the Licensed Materials in any manner which violates
the terms of this Agreement or otherwise violates any law, rule, or regulation.
6.1 Governing Law and Venue. This License Agreement shall be governed by the internal laws (and not the
laws governing conflicts of law) of the State of New Hampshire. The parties agree that, in the event of
any action for enforcement of or default of this Agreement, the Federal and State courts of the State of
New Hampshire shall have exclusive jurisdiction over the enforcement of this License Agreement, and the
parties consent to, and agree that they are subject to, the jurisdiction of such courts.
6.2 Modification of Terms. Without in any way limiting HireAbility's rights with regard to modifying the
Company Confidential © HireAbility.com, LLC. All Rights Reserved Page 4 of 4
License Fees at any time as stated in Section 2.2, HireAbility shall have the right upon renewal of this
Agreement to modify the terms of this License Agreement or require new terms, or to change or impose
conditions on, or discontinue, any aspect or feature of the Licensed Materials. Such changes,
modifications, additions or deletions shall be effective immediately upon notice thereof. Any use by
USER of the Licensed Materials after the effective date of any such change shall constitute acceptance of
any such changes. If USER does not agree with any such changes, USER may terminate this Agreement
in accordance with the procedures set forth herein. USER acknowledges and agrees that it is USER'S
responsibility to review this License Agreement from time to time and to be aware of any such changes.
The current version of this Agreement may be obtained by calling HireAbility.
6.3 Press Release: HireAbility shall have the unfettered right at any time to publicize the existence of this
Agreement including naming USER as a client of HireAbility and an end user licensee of the Licensed
Materials, but not to disclose the specific terms of this Agreement.
6.4 Entire Agreement. This License Agreement (inclusive of all exhibits) constitute(s) the entire agreement of
the parties on the subject matter and supersede(s) all prior agreements and understandings.
6.5 No Waiver. No waiver by either party of any default by the other party of any of its obligations under this
License Agreement shall be deemed to be a waiver of any other default of the same or any other nature.
6.6 Severability: Each term, condition, and provision of this License Agreement shall be valid and enforced to
the fullest extent permitted by law. If any term, condition, or provision of this License Agreement, or the
application thereof to any person or circumstance, shall be held invalid or unenforceable to any extent,
then such term, condition, or provision shall be curtailed and limited to the extent necessary to bring it
within the legal requirements and the remainder of this License Agreement, and the application of such
term, condition, or provision to persons or circumstances other than those to which it is held invalid or
unenforceable, shall not be affected thereby.
6.7 Force Majeure. Neither party will incur any liability to the other party on account of any loss or damage
resulting from any delay or failure to perform all or any part of this License Agreement if such delay or
failure is caused, in whole or in part, by events, occurrences or causes beyond the control and without the
negligence of the parties.
6.8 Expenses. In the event of any court proceeding between the parties arising under this License Agreement,
the prevailing party shall be entitled to be reimbursed by the other party for the costs and expenses
(including, but not limited to, reasonable attorneys' fees) incurred or paid by the prevailing party in such
6.9 Successors and Assigns. This License Agreement shall be binding upon and for the benefit of HireAbility
and USER and of HireAbility's and USER'S respective legal representatives, successors, and assigns;
provided, that USER shall not be entitled to assign, sublicense, delegate, or otherwise transfer any of its
rights or obligations under this License Agreement except as specifically permitted in accordance with the
provisions of this License Agreement.