STAFFBRIDGE END USER LICENSE AGREEMENT


The Staffbridge applications, if any (the “Application(s)”) are being made available to you under the terms of this End User License Agreement (this “EULA”). By accessing and/or using the Application(s), you acknowledge that you have read this EULA and are consenting to be bound by its terms.
This EULA will also govern any upgrades provided by Staffbridge that replace and or supplement the original Application(s), unless such upgrades are accompanied by a separate license in which case the terms of that license will govern.
IF YOU DON’T AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, DO NOT DO NOT ACCESS OR USE THE APPLICATIONS(S) OR ANY PART THEREOF.
1. Authorization. By accessing and/or using the Application(s), you represent and warrant that you are employed by a valid subscriber (“Subscriber”) that has the right to access the Application(s) and that you have been authorized by that Subscriber to access the Application(s). If you cease to be employed by the Subscriber or your access is to the Application(s) is revoked by the Subscriber, you shall not thereafter access the Application(s).
2. License Grant and Limitations
(a) Grant. Staffbridge grants to you a non-transferable and non-exclusive right and license to access the Application(s) from our servers. No right is given to you or any third party (and you agree not), to copy, modify, create a derivative work of, reverse engineer, reverse assemble, decompile or otherwise attempt to discover any Staffbridge software included in the Application(s) (including source and object code) or to sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Application(s). You agree not to modify the Application(s) in any manner or form, or to use modified versions of the Application(s), including, without limitation, for the purpose of obtaining unauthorized access to the Application(s).
(b) Limitations. Except as expressly provided for in Section 2(a) of this EULA, StaffBridge retains any and all right, title and interest in and to the Application(s). This EULA grants no additional express or implied license, right or interest in any copyright, patent, trade secret, trademark, invention or other intellectual property right of StaffBridge. You receive no rights to and will not sell, assign, lease, market, distribute, transfer, encumber or suffer to exist any lien or security interest on any Application(s) (or derivative works of the Application(s)), nor will you take any action that would cause any Application(s) to be placed in the public domain. You will not make any warranties with respect to any Application(s) beyond those made to you by StaffBridge under this EULA. You will access and use the Application(s) only in accordance with Staffbridge’s procedures and solely for Subscriber’s internal business purposes and not for providing consulting, timesharing or programming services or products to third parties outside Subscriber.
3. Termination. If the Subscriber’s right to access the Application(s) terminates or you breach the EULA, your right to use the Application(s) will terminate immediately and without notice, but all provisions of this EULA, except the license grant in Section 2, will survive termination and continue in effect.
4. Protected Health Information. You agree not to enter any protected health information (as defined by The Health Insurance Portability and Accountability Act of 1996, as amended, together with regulations promulgated thereunder) into any Application.
5. Warranty. EXCEPT FOR THE LIMITED WARRANTIES MADE BY STAFFBRIDGE IN WRITING TO SUBSCRIBER, STAFFBRIDGE DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, AND REPRESENTATIONS OF ANY KIND WHATSOEVER, WITH RESPECT TO THE APPLICATION(S), INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
6. Export Compliance. You shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Application(s).
7. Governing Law. This EULA shall be governed by and construed in accordance with the substantive laws of the state of Kansas. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this EULA shall be brought exclusively in the courts of the State of Kansas, County of Johnson, or, if it has or can acquire jurisdiction, in the United States District Court for the District of Kansas, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on either party anywhere in the world.