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Elite Software Terms and Conditions

  1. Definitions:
    1. “Services” means the labor law compliance products, poster fulfillment services, and related offerings provided by Elite, as further described in the applicable Order Form or Agreement.
    2. “Company” means a business entity that is entering or has entered an agreement with Elite to use and/or distribute certain Services.
    3. “Software” means any online applications, APIs, websites, portals, or other technology-based components that are integral to or made available as part of the Services.
    4. “Customer” means an entity or organization that has an active commercial relationship with the Company to use Company’s products or services.
    5. “Authorized Customer” means a Customer that has been (i) activated, approved, subscribed, licensed, or otherwise authorized by Company to access the applicable Services pursuant to this Agreement, and (ii) has a corresponding active, paid subscription in good standing as reflected in Elite’s records.
    6. “Authorized End User” means an individual employee of an Authorized Customer who has been granted access by Company solely to access and use the Services on behalf of and for the internal business operations of such Authorized Customer.
    7. “Unauthorized User” means any person or entity that is not an Authorized Customer or Authorized End User who accesses or attempts to access the Software or Services.
  2. License. Subject to the terms and conditions herein and of the Agreement, Elite hereby grants Company a limited, revocable, non-exclusive, non-transferable, non-sublicensable (except as expressly permitted under Section 3), and non-assignable license to access and use the Software solely in connection with Company’s authorized distribution of Services to Authorized Customers and Authorized End Users pursuant to this Agreement.
  3. Distribution. Company may provide Authorized Customers and Authorized End Users access to the Services, including through online portals or other delivery mechanisms made available by Elite, for their general business use in connection with the products and services offered by Company under this Agreement. Solely in connection with the fulfillment of services and delivery of service outcomes under this Agreement, the Software and related service systems may automatically communicate with Authorized Customers and Authorized End Users regarding the availability and use of Software in conjunction with the services, including system-generated notifications, compliance alerts, reminders, updates, and communications regarding the availability of Software features or functionality. Such communications are generated and delivered automatically as part of service delivery. Notwithstanding the foregoing, in no event unless otherwise agreed to by Company will Elite establish direct communication with Authorized Customers or Authorized End Users.
  4. Restrictions. Company shall not, and shall not permit any Customer, Authorized Customer, Authorized End User, or third party to: (a) publish, share, or otherwise make available any links, URLs, access points, or entry points to the Software in any manner that permits or is likely to permit access by Unauthorized Users or the general public, including through publicly accessible websites, portals, applications, marketplaces, or other online locations, unless such access points are protected by a unique login credential; (b) modify, reverse engineer, decompile, disassemble, create derivative works from, or otherwise attempt to derive the source code of the Software except as expressly authorized under the Agreement; (c) circumvent, avoid, bypass, undermine, or interfere with Elite’s commercial subscription model, access controls, customer authorization requirements, usage limitations, or intended distribution; (d) use the Software in any manner that disrupts, damages, or impairs the Software, related systems, or other users’ access thereto, including through unauthorized access attempts, security probing, or excessive or abusive use; or (e) use the Software for any purpose that violates applicable law or regulation.
  5. End User Terms of Use. Company acknowledges that Authorized Customers and Authorized End Users are subject to Elite’s applicable terms of use, as posted at https://www.posterelite.com/eps_terms_of_use. Company agrees to act in good faith to promote compliance, including by reporting known or suspected violations to Elite, taking reasonable steps to suspend or discontinue access upon becoming aware of misuse, and cooperating with Elite in addressing any identified violations.
  6. No Distribution of Materials. Company acknowledges that certain non-public specifications, credentials, configuration information, APIs, access methods, and operational documentation relating to the Software may be provided by Elite to facilitate authorized distribution and use of the Software. Such materials are provided for internal use only and shall not be disclosed or distributed to third parties except as reasonably necessary to support Authorized Customers and Authorized End Users in connection with the permitted use of the Software and Services
  7. Suspension Rights. Elite may suspend, restrict, or terminate access to the Software upon reasonable belief of unauthorized access, misuse, security risk, violation of the Agreement, or uncompensated use.
  8. Intellectual Property. The parties’ respective intellectual property rights are governed by the Agreement. With respect to the Software specifically, Company acknowledges that: (a) all right, title, and interest in and to the Software, including any modifications, improvements, or derivative works thereof, shall remain solely and exclusively with Elite; (b) any feedback, suggestions, or ideas provided by Company, Authorized Customers, or Authorized End Users regarding the Software shall be owned exclusively by Elite and Company shall have no rights therein; (c) Elite may collect and use anonymized usage and performance data generated through use of the Software to improve and develop its products and services; and (d) no license or rights in the Software are granted by implication — only those expressly stated in this Agreement.
  9. General Disclaimer.

    THE PRODUCTS, SERVICES, AND SOFTWARE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFRINGEMENT, TIMELINESS OF DATA TRANSMISSION, ACCURACY OF DATA OR DATA SETS, OR UPTIME AVAILABILITY. ELITE DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE FREE FROM ALL BUGS, ERRORS, OR OMISSIONS OR THAT THE PRODUCTS, SERVICES, OR SOFTWARE WILL ACCOMPLISH ANY SPECIFIC OBJECTIVE OF COMPANY OR WILL OPERATE ERROR-FREE. COMPANY ACKNOWLEDGES AND AGREES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN THE EXPRESS WARRANTIES IN THE AGREEMENT. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF ANY EXPRESS WARRANTIES SET FORTH IN THE AGREEMENT FAIL THEIR ESSENTIAL PURPOSE. ELITE WILL NOT BE LIABLE FOR ANY THIRD-PARTY INFORMATION OR INFORMATION INPUT BY COMPANY OR AN END USER, DELAYS RESULTING FROM HARDWARE AND SYSTEMS OWNED AND CONTROLLED BY THIRD PARTIES, INCLUDING WITHOUT LIMITATION COMPANY’S OWN DATA TRANSMISSION SPEEDS, DATA ENTRY ERRORS, USER ERRORS, OR ANY OTHER LIMITATIONS, ERRORS, OR DELAYS THAT CANNOT BE PREVENTED OR MITIGATED BY ELITE. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL LIMIT OR DISCLAIM ANY EXPRESS GUARANTEE OR WARRANTY EXPLICITLY SET FORTH ELSEWHERE IN THE AGREEMENT.