LCA TRAIL IS A SOFTWARE AS A SERVICE ACCESSED VIA THE INTERNET AT lcatrail.net. YOUR USE OF THIS WEBSITE AND/OR LCA TRAIL CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE STANDARD TERMS AND CONDITIONS OF USE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU MUST EXIT THE SITE IMMEDIATELY.
The standard terms and conditions of use (these “Standard Terms and Conditions”) govern your use of this website (the “Site”). The “Site” includes the LCA TRAIL online service and all of the features and all content, information, services and software provided on or through the Site (collectively, the “Content”) by Fragomen, Del Rey, Bernsen & Loewy LLP, a Delaware Limited Liability Partnership (collectively with its subsidiaries and affiliates, “Provider”). The terms “you” and “your” in upper or lowercase shall mean an Authorized User (as defined in Section 3). The term “Customer” shall mean the entity (e.g., company, corporation, partnership, sole proprietor, etc.) entering into a subscription agreement (“Subscription Agreement”) with Provider authorizing use of the Site by Authorized Users. The term “Agreement” means the Subscription Agreement and these Standard Terms and Conditions.
Services. LCA TRAIL provides a market solution through a centralized platform so that Customer can efficiently manage parts of the Labor Condition Application (LCA) and Public Access File (PAF) processes (the “Services”). The Services are subject to government requirements which may impose additional or changed requirements, policies or procedures with or without notice and to interpret such requirements. The Services are limited by the accuracy and scope of the information submitted by you. Accordingly, you acknowledge the foregoing limitations and agree that the Services (i) shall be regarded as a practical guide for general information, (ii) shall not be a substitute for a more in-depth analysis of applicable facts and circumstances conducted by competent professionals, and (iii) shall not represent or be deemed to constitute a legal opinion or legal advice from Provider or any of its agents with regard to the laws of any jurisdiction.
2.1 You are hereby granted a nonexclusive, nontransferable, revocable limited license to access and use the Site and the Content solely for purposes of the Services. The rights granted hereunder include the right to email, fax, download, or make a reasonable number of printouts of Content accessed or downloaded and are limited by the terms of the Agreement.
2.2 The Site and the Content are protected by copyright, intellectual property laws, and other laws that prohibit unauthorized access and use. Any unauthorized access or use is prohibited. Provider makes no claim of copyright ownership in any information that is in the public domain. If you are not an Authorized User, you are not permitted to access or use the Site for any purpose whatsoever. If you nevertheless access and use the Site without authorization, your access and use will be governed by these Standard Terms and Conditions, and you will be liable to Provider for any breach of the Standard Terms and Conditions as well as for unauthorized access and payment for use.
2.3 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Site and all related Content in any medium belongs to Provider or its third party suppliers. You have no interest in the Site or Content, or copies thereof except the limited license set forth herein.
2.4 You may not use the Site or the Content in any fashion that infringes the intellectual property rights or proprietary interests of Provider or any third party.
2.5 You may not remove or obscure any copyright notice or other notices contained on the Site or Content.
2.6 You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of this Site, except that limited reproduction is permitted for distribution within your company. For the avoidance of doubt, downloading and storing Content in an archival database is prohibited. You may not use or otherwise export or re-export this Site or any portion thereof, or the Content in violation of the export control laws and regulations of the United States of America. Use of robotic, spider or other automated modes of query generation and record retrieval are prohibited.
3.1 Only employees of Customer and other persons expressly authorized in the Subscription Agreement are “Authorized Users.” You may be issued an “Authorized User ID” consisting of a user name and password or other access control device. Each Authorized User ID may only be used by the Authorized User to whom Provider assigns it and the Authorized User ID may not be shared with or used by any other person, including other Authorized Users. You will use commercially reasonable efforts to prevent unauthorized use of your Authorized User ID and will promptly notify Provider, in writing, if you suspect that such an Authorized User ID is lost, stolen, compromised, or misused. You will safeguard your Authorized User ID and will not authorize any other person to use it to access the Site.
3.2 Fragomen understands that its clients and their employees are concerned about maintaining the privacy and security of personal information that Fragomen receives and processes on their behalf. We do not use or disclose information except as described in the foregoing Standard Terms and Conditions, or in Fragomen’s Privacy Notice. We seek to collect personal information that is adequate, relevant, and not excessive for purposes of the Services; and we maintain appropriate administrative, technical, and physical safeguards to protect against loss, misuse, or unauthorized access of all information. For more details, please refer to Fragomen’s Privacy Policy and Notice as available on LCA TRAIL.
4.1 “Confidential Information” shall be defined to include any documentation or information that is identified by Fragomen as confidential (either orally or in writing) or is of such a nature that a reasonable person would understand such information to be confidential including, but not limited, to information about the Site and Content. Confidential Information shall not include any information that: (a) becomes generally available to the public through no wrongful act of Customer or you; (b) is already lawfully in the possession of Customer or you and not subject to this Agreement; (c) is received from a third party without restriction and without breach of this Agreement; or (d) is independently developed by you or Customer as demonstrated by contemporaneous business records.
4.2 All Confidential Information will be kept strictly confidential and you and Customer may not, directly or indirectly, disclose or use the Confidential Information in whole or in part for any purpose other than as required for the Services.
4.3 You agree to employ all reasonable steps to protect the Confidential Information from any unauthorized or inadvertent disclosure and to limit disclosure of the Confidential Information to only those Customer employees having a need to know such information for purposes of the Services. You shall not disclose the Confidential Information to any other individual or entity unless (a) an authorized Fragomen representative has so approved in writing and (b) such third party has entered into a confidentiality agreement with or for the benefit of Fragomen that Fragomen has reviewed and approved prior to such disclosure. Notwithstanding anything to the contrary in this Agreement, you will not disclose any Confidential Information to a competitor of Fragomen including reference to any aspect or feature of Fragomen technology regardless of whether reference is made to the Fragomen name or the name of the Fragomen technology.
4.4 No copies or reproductions of the Confidential Information shall be made by you except as may be necessary for purposes of the Services. At Fragomen’s request, Customer will promptly deliver to Fragomen or destroy at Fragomen’s direction all Confidential Information furnished to Customer and all copies, summaries and notes of the contents in any form, without retaining any copies or records thereof.
Not Legal Advice. The Site provides legal information, but is not intended to, and does not constitute legal advice and no attorney-client relationship is formed solely by means of your access or use of the Site or the Content. An attorney-client relationship shall only be formed pursuant to a written agreement expressly contemplating such a relationship.
Errors and Corrections. Provider does not represent or warrant that this Site or the Content will be error-free, free of viruses or other harmful components, or that defects will be corrected or that the Site will always be accessible. The Site, Content, and feature functionality on the Site may be enhanced, added to, withdrawn, or otherwise changed by Provider without notice.
Third Party Content. Content provided by your employer or third parties may appear on this Site or may be accessible via links from this Site. Provider shall not be responsible for and assumes no liability for any infringement, mistakes, misstatements of law, defamation, slander, libel, omissions, falsehood, obscenity, pornography, or profanity in the statements, opinions, representations or any other form of content contained in any content of your employer or third parties appearing on this Site. You understand that the information and opinions in such content is neither endorsed by nor does it reflect the belief or opinion of Provider.
DISCLAIMER. THE SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROVIDER DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THIS SITE AND THE CONTENT, INCLUDING, BUT NOT LIMITED TO, TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY WEB SITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THIS SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF THIS SITE OR THE CONTENT, OR ANY PORTION THEREOF, (D) YOUR USE OR RELIANCE ON THIS SITE AND THE CONTENT, OR (E) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THIS SITE OR THE CONTENT.
IT IS CUSTOMER’S AND YOUR RESPONSIBILITY TO OBTAIN NECESSARY LEGAL COUNSEL ON ANY INFORMATION RETRIEVED FROM THE SITE. PROVIDER EXPRESSLY DISCLAIMS RESPONSIBILITY FOR THE ACCURACY OF INFORMATION ORIGINATING FROM ANY OTHER SOURCES IT USES TO GENERATE THE INFORMATION USED ON THIS SITE.
9.1 Reservation of Rights. All rights not expressly granted by the Agreement are reserved. None of Customer, any Authorized User or any other third party shall acquire any license or right, by implication, estoppel or otherwise, under any law (whether common law or statutory law), rule or regulation including, without limitation those related to copyright or other intellectual property rights in the Content except as specifically provided in the Agreement.
9.2 Restrictions. Customer and you shall not (i) permit any third party to access the Site or Content except as permitted herein, (ii) create derivate works based on the Site, (iii) copy, frame or mirror any part or Content, other than copying or framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes, (iv) reverse engineer the Site or Content, or (v) access the Site and Content in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Site and Content.
9.3 Suggestions. Provider shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Site and Content any suggestions, enhancement requests, recommendations or other feedback provided by Customer and Authorized Users, relating to the Site and Content.
10. Indemnification. Customer and you agree to indemnify, defend and hold the Covered Parties harmless from and against all claims, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Standard Terms and Conditions by you or arising from or related to any information submitted by you. “Covered Party” means (a) Provider and any partner, member, officer, director, employee, subcontractor, agent, affiliate, successor, or assign of Provider; and (b) each third party supplier of Content, their affiliates, and any partner, member, officer, director, employee, subcontractor, agent, successor, or assign of any such third party supplier or any of their affiliates.
11. Unlawful Activity. Provider reserves the right to investigate complaints or reported violations of our Standard Terms and Conditions and to take any action we deem appropriate including, but not limited to, suspending access to the Site and reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses, and traffic information.
12. Acquisition of Third-Party Products and Services. Provider may offer or provide online, Web-based applications and offline or downloadable software products that are provided by third parties (“Third-Party Applications”). Any acquisition by Customer of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between Customer and any third-party provider, is solely between Customer and the applicable third-party provider. Provider does not warrant or support third-party products or services, whether or not they are designated by Provider as “certified” or otherwise, except as specified in a service agreement.
13. Third-Party Applications and Customer’s Data. If Customer installs or enables Third-Party Applications, Customer acknowledges that Provider may allow providers of those Third-Party Applications to access all electronic data or information submitted by Customer and the Authorized Users to Provider (“Customer’s Data”) as required for the interoperation of such Third-Party Applications with the Site and Content. Provider shall not be responsible for any disclosure, modification or deletion of Customer’s Data resulting from any such access by Third-Party Application providers. The Site and Content may allow Customer to restrict such access by restricting Authorized Users from installing or enabling such Third-Party Applications for use with the Content.
14. Termination. Provider reserves the right to terminate or suspend your access to the Site and Content immediately and without notice for breach of the Standard Terms and Conditions.
15. Remedies for Violations. Provider reserves the right to seek all remedies available at law and in equity for violations of these Standard Terms and Conditions, including but not limited to the right to block access from a particular internet address to the Site and any other Provider websites and their features.
16. Relationship of the Parties. The parties are independent contractors. Use of LCA TRAIL does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
17. Severability of Provisions; Conflicts. These Standard Terms and Conditions incorporate by reference any notices contained on this Site and constitutes the entire agreement with respect to access to and use of this Site. If any provision of the Agreement is unlawful, void or unenforceable then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability. If these Standard Terms and Conditions conflict with the Subscription Agreement, then the Subscription Agreement shall govern.
18. Modifications to Standard Terms and Conditions. Provider may change these Standard Terms and Conditions at any time. Updated versions of the Standard Terms and Conditions will appear on this Site and are effective immediately. You are responsible for regularly reviewing the Standard Terms and Conditions. Continued use of the Site and Content after any such changes constitutes your consent to such changes.