The HR Toolkit® Purchasing Agreement-License to Use

This license is between Dynamic Corporate Solutions, Inc., a Florida corporation having its main offices at 1845 Town Center Blvd., Suite 525, Fleming Island, FL 32003 (“DCSI”) and the Licensee, as named in this purchase order (“Licensee”).

IN CONSIDERATION of the mutual covenants and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. We hereby grant to the Licensee a license (the “License”) to reproduce, reprint, publish and otherwise use the provided copyrighted materials (the “Copyrighted Materials”) solely for Licensee’s benefit and expressly not for the benefit of any third party.

2. The term of the License shall commence on the date of this License and shall continue for a period of twelve (12) consecutive months (the “Term”). This License shall renew on a month-to-month basis thereafter, provided Licensee makes the payment to DCSI of the monthly “The HR Toolkit® Fee” subscription. Licensee agrees and understands that DCSI will bill for the monthly renewal of license and services received until Licensee provides DCSI thirty days written notice of cancellation.

3. The Licensee shall pay to DCSI, a licensing fee (The HR Toolkit Monthly Subscription Fee) for use of the Copyrighted Materials in the amount of $99 per month plus any applicable sales tax.

4. The Licensee covenants and agrees to use the Copyrighted Materials for the sole purpose of human resources management and development for Licensee and not for any third party. The Licensee also agrees to use the Copyrighted Materials for no other purpose unless Licensee obtains DCSl’s prior written consent. The Licensee shall have no right, title or interest in the Copyrighted Materials except as expressly set forth in this License and acquires no rights or interest in any trademarks or other of DCSl’s intellectual property rights including any and all updates, revisions, supplements, etc., that DCSI later identifies as Copyrighted Materials. The Copyrighted Materials shall also include all things that DCSI requires to be removed from the Copyrighted Materials. Licensee agrees to keep the Copyrighted Materials up to date as DCSl informs Licensee from time to time; and Licensee agrees that any alterations made by the Licensee to the Copyrighted Materials shall confer no additional rights to the Licensee in and to the Copyrighted Materials.

5. DCSI warrants and represents that the Copyrighted Materials are consistent with the laws of the federal, state and local governments. as are a matter of public record available to DCSI. Licensee agrees that any alterations made to the Copyrighted Materials shall be reviewed by Licensee’s legal advisor. Licensee shall not hold DCSl responsible for any such alterations to the Copyright Materials made by Licensee.

6. This License sets forth the entire agreement between DCSI and the Licensee relating to the subject matter hereof and stands in the place of any previous agreement, whether oral or in writing.

7. Licensee and DCSI agree that no amendment to this License shall be binding upon Licensee or DCSI unless it is in writing and signed by both the Licensee and DCSI. This License is not transferrable by the Licensee to any third party without DCSl’s express written consent, which consent would require the execution of a new License and payment of additional Licensing Fees.

8. After one (1) year, the subscription fee is subject to change from time-to-time as DCSI requires. DCSI will give the Licensee with thirty (30) days advance notice of any change in the subscription fee.

9. This License may be transferred to a successor entity only upon written notice to DCSI that the Licensee has merged with or been acquired by another organization.

10. If Licensee cancels prior to the twelve-month agreed upon term, Licensee will be responsible for paying an early termination fee in the amount of $495.

11. After the initial twelve-month agreement period, all cancellations must be placed in writing with 30 days advanced notice.

12. DCSI affirmatively states that its consultants are not lawyers or accountants. The information provided by DCSI is expressly for informational use and should not be construed as legal or accounting advise. If Licensee has legal questions or accounting/tax questions about human resources or employment law, accounting or taxation, Licensee acknowledges and agrees to seek legal advice from any attorney and accounting/tax advice from a Certified Public Accountant.

Copyright
The entire content included in this site, including but not limited to text, graphics or code is copyrighted as a collective work under the United States and other copyright laws, and is the property of DCSI . The collective work includes works that are licensed to DCSI. Copyright 2003, DCSI ALL RIGHTS RESERVED. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with DCSI or purchasing DCSI products. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material from the different areas of the site solely for your own non-commercial use, or to place an order with DCSI or to purchase DCSI products. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized by DCSI. You further agree not to change or delete any proprietary notices from materials downloaded from the site.

Trademarks
AII trademarks, service marks and trade names of DCSI used in the site are trademarks or registered trademarks of DCSI

Warranty Disclaimer
This site and the materials and products on this site are provided “as is” and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, DCSI disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. DCSI does not represent or warrant that the functions contained in the site will be uninterrupted or error-free, that the defects will be corrected, or that this site or the server that makes the site available are free of viruses or other harmful components. DCSI does not make any warrantees or representations regarding the use of the materials in this site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.

Limitation of Liability
DCSI shall not be liable for any special or consequential damages that result from the use of, or the inability to use, the materials on this site or the performance of the products, even if DCSI has been advised of the possibility of such damages. Applicable law may not allow the limitation of exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Typographical Errors
ln the event that a DCSI product is mistakenly listed at an incorrect price, DCSI reserves the right to refuse or cancel any orders placed for product listed at the incorrect price.
DCSI reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, DCSI shall issue a credit to your credit card account in the amount of the incorrect price.

Term; Termination
These terms and conditions are applicable to you upon your accessing the site and/or completing the registration or shopping process. These terms and conditions, or any part of them, may be terminated by DCSI without notice at any time, for any reason. The provisions relating to Copyrights, Trademark, Disclaimer, Limitation of Liability, Indemnification and Miscellaneous, shall survive any termination.

Notice
DCSI may deliver notice to you by means of e-mail, a general notice on the site, or by other reliable method to the address you have provided to DCSI.

Miscellaneous
Your use of this site shall be governed in all respects by the laws of the state of California, U.S.A., without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this site (including but not limited to the purchase of DCSI products) shall be in the state or federal courts located in Los Angeles County, California. Any cause of action or claim you may have with respect to the site (including but not limited to the purchase of DCSI products) must be commenced within one (1) year after the claim or cause of action arises. DCSI’s failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. DCSI may assign its rights and duties under this Agreement to any party at any time without notice to you.

Use of Site
Harassment in any manner or form on the site, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a DCSI or other licensed employee, host, or representative, as well as other members or visitors on the site is prohibited. You may not upload to, distribute, or otherwise publish through the site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the site or use the site to solicit others to join or become members of any other commercial online service or other organization.

Participation Disclaimer
DCSI does not and cannot review all communications and materials posted to or created by users accessing the site, and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, DCSI is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site. However, DCSI reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to DCSI in its sole discretion.

lndemnification
You agree to indemnify, defend, and hold harmless DCSI, its officers, directors, employees, agents, licensors and suppliers (collectively the “Service Providers”) from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.

Third-Party Links
ln an attempt to provide increased value to our visitors, DCSI may link to sites operated by third parties. However, even if the third party is affiliated with DCSI,
DCSI has no control over these linked sites, all of which have separate privacy and data collection practices, independent of DCSI. These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, DCSI seeks to protect the integrity of its web site and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).