Argyle Systems Inc. (“Argyle,” “we,” “us,” or “our”) offers the Argyle Platform in accordance with the terms and conditions set forth herein.
The Argyle Platform integrates with certain Client Applications, and Clients use the Argyle Platform in order to access Employment Data. Argyle electronically retrieves Employment Data from Data Locations and sends Employment Data to Client Applications. Through Argyle Link, you can manage your preferences with respect to which Data Locations we connect with and which Clients have access to Employment Data.
These End User Terms, together with the Argyle Privacy Notice (collectively, the “End User Agreement”) govern your use of the Argyle Platform.
For purposes of this End User Agreement, the following definitions shall apply:
“Argyle Link” means Argyle’s front-end UI widget that is made available to you through a Client Application; you are able to manage your Connections and provide or delete Your Credentials through Argyle Link.
“Argyle Platform” means, collectively, Argyle’s software-as-a-service platform that allows Clients, as directed by you, to access and collect Employment Data; Argyle Link; and related software applications and applications programming interfaces (APIs).
“Argyle Privacy Notice” means Argyle’s Privacy Notice which may be updated from time to time by Argyle, the current version of which is available at [----].
“Client” means a third-party company with whom you have a contractual relationship (such as your insurance provider or mortgage lender).
“Client Application” means a Client’s software-as-a-service application that you access through your relationship with the Client.
“Connection” means a Client that has access to Employment Data through the Argyle Platform.
“Data Location” means third-party workforce platforms that host or store Employment Data.
“Your Credentials” means your username and password used to access Data Locations.
“Employment Data” means information relating to you that is collected on your behalf from Data Locations and provided to Clients, as more fully described in the Privacy Notice.
BY ACCESSING, USING, OR ENGAGING WITH THE ARGYLE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THIS END USER AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS AND CONDITIONS OF THIS END USER AGREEMENT, PLEASE DO NOT ACCESS, USE, OR ENGAGE WITH THE ARGYLE PLATFORM.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
The Argyle Platform is available only to individuals aged 18 years or older. If you are 18 or older, but under the age of majority in your jurisdiction, you should review this End User Agreement with your parent or guardian to make sure that you and your parent or guardian understand it. We reserve the right, in our sole and absolute discretion, to deny you access to the Argyle Platform or any portion thereof without notice and without reason.
Argyle Link can be accessed through the Client Applications.
You are able to add or remove Connections at any time through Argyle Link. If you remove a Connection, Argyle will no longer provide Employment Data at your request to that Clientthrough the Argyle Platform; however, Argyle will retain Your Credentials for any Connections that remain or with new Connection(s) that you add in the future and to share Employment Data with such Connection(s).
If you wish to delete Your Credentials, you can either make the deletion yourself through Argyle Link, or you can email us at [email protected] and promptly upon receipt of your notice, we will delete Your Credentials. You acknowledge and agree that once we delete Your Credentials, we are no longer able to provide Employment Data to any Client.
We will also delete Your Credentials upon receiving notice from a Client that your relationship with that Client has terminated, unless Your Credentials are still necessary to share with other Connection(s).
ARGYLE ENTERS INTO AN AGREEMENT WITH EACH CLIENT WHICH REQUIRES THE CLIENT TO USE EMPLOYMENT DATA ONLY AS NECESSARY IN CONNECTION WITH THE CLIENT’S PROVISION TO YOU OF ITS PRODUCTS OR SERVICES, AND FURTHER REQUIRES THE CLIENT TO EMPLOY COMMERCIALLY REASONABLE SAFEGUARDS TO SECURE EMPLOYMENT DATA FROM UNAUTHORIZED USE OR DISCLOSURE. HOWEVER, ARGYLE DOES NOT OTHERWISE CONTROL THE USE OR STORAGE OF EMPLOYMENT DATA BY THE CLIENT.
ARGYLE’S INTEGRATION WITH CLIENTS AND DATA LOCATIONS IS PROVIDED SOLELY AS A CONVENIENCE TO YOU AND NOT AS AN ENDORSEMENT BY US OF SUCH CLIENTS OR DATA LOCATIONS. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY CLIENT APPLICATIONS, DATA LOCATIONS, OR OTHER THIRD-PARTY SITES, OR FOR ANY ACTS OR OMISSIONS OF ANY CLIENT, DATA LOCATION OR OTHER THIRD PARTY, AND WE DO NOT MAKE ANY REPRESENTATIONS REGARDING THE CONTENT OR ACCURACY OF MATERIALS THEREON OR THE PRODUCTS OR SERVICES PROVIDED BY ANY CLIENT OR OTHER THIRD PARTY.
You may use the Argyle Platform for personal use only. You hereby agree that you will (i) comply with all applicable laws in your use of the Argyle Platform; (ii) not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (iii) not interfere with, or attempt to interrupt the proper operation of, the Argyle Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Argyle Platform through hacking, password or data mining, or any other means; (iv) not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Argyle Platform; and (v) not access or use the Argyle Platform to collect any market research for a competing business.
YOU ACKNOWLEDGE THAT THE ARGYLE PLATFORM MAY CONTAIN BUGS, ERRORS, AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURES. CONSEQUENTLY, THE ARGYLE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE ARGYLE PLATFORM WILL OPERATE ERROR-FREE OR THAT THE ARGYLE PLATFORM IS FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU, TO CLIENTS, TO DATA LOCATIONS, OR TO ANY THIRD PARTY THAT EMPLOYMENT DATA IS ACCURATE, COMPLETE, UP TO DATE, OR OTHERWISE RELIABLE. WE DO NOT, AND WE HAVE NO RESPONSIBILITY OR OBLIGATION TO, VERIFY OR REVIEW EMPLOYMENT DATA. USE OF EMPLOYMENT DATA BY YOU OR BY ANY CLIENT, DATA LOCATION OR ANY OTHER THIRD PARTY IS SOLELY AT YOUR OWN, OR SUCH PARTY’S OWN, RISK.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE ARGYLE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE ARGYLE PLATFORM SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS (US $100). SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. THEREFORE, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. NOTHING IN THIS END USER AGREEMENT SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
By using the Argyle Platform or providing us with Your Credentials for a Data Location, you represent and warrant to Argyle that such information is accurate, complete, and owned by you, and that you are authorized to provide such information for the purpose of collecting and using Employment Data as described in this End User Agreement. You further represent and warrant to Argyle that you are authorized to permit third parties, including Argyle and its agents, to electronically access your Data Location accounts and electronically retrieve Employment Data therefrom. You represent and warrant to Argyle that by using the Argyle Platform and entering into and complying with this End User Agreement you are not violating any agreements you may have with any Data Location, any Client, or any third party.
You agree to defend, indemnify, and hold us and our owners, members, officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising from or in connection with: (i) your breach of this End User Agreement including, without limitation, any of the representations and warranties set forth herein above; (ii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right; or (iii) your gross negligence, willful misconduct, or fraud. We reserve the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
The Argyle Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. Argyle and our licensors exclusively own all right, title, and interest in and to the Argyle Platform, including all associated intellectual property rights. The trademarks, service marks, and logos of Argyle (the “Argyle Trademarks”) used and displayed on the Argyle Platform are registered and unregistered trademarks or service marks of Argyle. Other company, product, and service names located on the Argyle Platform may be trademarks or service marks owned by others, including, without limitation, Clients and Data Locations (the “Third-Party Trademarks,” and, collectively with Argyle Trademarks, the “Trademarks”). No affiliation, sponsorship or endorsement is implied by the identification of Third Party Trademarks of such Data Locations. Nothing on the Argyle Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. All goodwill generated from the use of Argyle Trademarks inures to our benefit. Elements of the Argyle Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. We reserve all rights in the Argyle Platform not expressly granted to you in this End User Agreement.
You are and shall remain the owner of Employment Data. You hereby grant Argyle a worldwide, royalty-free right and license to access and use Employment Data solely to provide you with the Argyle Platform and as otherwise expressly provided in this End User Agreement.
Although you are free to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, ratings, feedback, questions, comments, suggestions, and the like, we shall be free to use any ratings data, ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information, without compensation or attribution to you.
The Argyle Platform is based in the United States and are only available to the United States residents. We make no claims concerning whether the Argyle Platform may be appropriate for use outside of the United States. If you access the Argyle Platform from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
We may change or discontinue any of the Argyle Platform with or without notice. We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Argyle Platform, at any time and for any reason without prior notice or liability. Sections 4-17 shall survive termination.
This End User Agreement and any action related thereto will be governed by the laws of the State of New York without regard to its conflict of laws provisions.
In the event of a dispute arising under or relating to this End User Agreement or the Argyle Platform (each, a “Dispute”), either Argyle or you may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. As set forth in Section 15 below, nothing in this End User Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this End User Agreement. We may, without waiving any other remedies under this End User Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of New York, Borough of Manhattan for purposes of any such action by us.
Argyle is a provider of “interactive computer services” as defined under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any of Employment Data is limited as described therein. We are not responsible for any of Employment Data. We neither warrant the accuracy of Employment Data nor exercise any editorial control over Employment Data, nor do we assume any legal obligation for editorial control of Employment Data or liability in connection with Employment Data, including any responsibility or liability for investigating or verifying the accuracy of any of Employment Data.
Our failure to act on or enforce any provision of this End User Agreement shall not be construed as a waiver of that provision or any other provision in this End User Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this End User Agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This End User Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. This End User Agreement may be updated by us from time to time without notice. Any such changes will be posted on our website. By accessing or using the Argyle Platform after we make any such changes to this End User Agreement, you are deemed to have accepted such changes.