GENERAL TERMS AND CONDITIONS DEFINITIONS

As used in this Agreement: “Service” means the TraitSet™ pre-screening assessments specified on the Signature Page. These assessments are accessible through a web connection and up-to-date browser to be provided by Customer at each licensed store.
RESPONSIBILITIES OF HRGEMS
Entry Page HRgems will create an entry page with a URL as a single access point for the Service
Customer Account HRgems will create a unique individual account for Customer in the HRgems system that will tabulate activity generated in Customer’s account. This account will be available to Customer by a unique username and password.
FEES AND PAYMENT TERMS
Fees Customer shall pay HRgems the fees set forth on the Signature Page in accordance with the payment schedule set forth therein.
Taxes The fees set forth in this Agreement do not include any amounts for taxes. Customer shall pay all applicable taxes levied by any tax authority based upon this Agreement excluding any taxes based upon HRgems’ income.
WARRANTIES
Services HRgems warrants that the Services provided under this Agreement will be performed in a workmanlike manner. Customer shall notify HRgems in writing of any breach of this warranty within thirty (30) days after completion of the service. HRgems’ sole obligation to Customer, and Customer’s exclusive remedy for breach of this warranty, is re-performance of the Service.
Disclaimers THE WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. HRGEMS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE HRGEMS DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR ACCESS WILL BE UNINTERRUPTED. CUSTOMER UNDERSTANDS AND AGREES THAT EACH ASSESSMENT IS AN INFORMATION TOOL ONLY AND IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT. ALL DECISIONS MADE IN WHICH THE ASSESSMENTS MAY BE UTILIZED WILL BE EXCLUSIVELY THE RESPONSIBILITY OF CUSTOMER. CUSTOMER AGREES TO INDEMNIFY AND HOLD HRGEMS AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS AND EMPLOYEES HARMLESS FROM ANY AND ALL CLAIMS THAT ANY IMPROPER ACTION RESULTED FROM OR RELATED TO THE USE OR RELIANCE UPON THE ASSESSMENT OR THIS AGREEMENT. HRGEMS DOES NOT WARRANT THAT THE SERVICE WILL OPERATE UNINTERRUPTEDLY OR ERROR-FREE. CUSTOMER IS SOLELY RESPONSIBLE FOR THE ACCURACY AND ADEQUACY OF THE INFORMATION AND DATA FURNISHED FOR PROCESSING. TO THE EXTENT THAT DATA IS B EING TRANSMITTED OVER THE INTERNET HEREUNDER, CUSTOMER ACKNOWLEDGES THAT HRGEMS HAS NO CONTROL OVER THE FUNCTIONING OF THE INTERNET AND HRGEMS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PERFORMANCE OF THE INTERNET.
LIMITATIONS OF LIABILITY
Limitation and Disclaimer HRGEMS’ LIABILITY FOR DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE DAMAGES. Disclaimer of Certain Damages IN NO EVENT SHALL HRGEMS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, LOSS OF OPPORTUNITY, LOSS OF USE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF HRGEMS HAS, OR SHOULD HAVE HAD, KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, OF THE POSSIBILITY OF SUCH DAMAGES.
TERMINATION
Either party may terminate this Agreement if the other party breaches any term of this Agreement and fails to cure the breach within twenty (20) days after written notice of the breach from the other party.
GENERAL

Assignment Customer may not assign, sublicense or otherwise transfer its rights, duties or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of HRgems, which consent shall not be unreasonably withheld or delayed.
Amendments No provision of this Agreement may be amended or modified except by a written document signed by duly authorized representatives of both parties.
Force Majeure Neither party shall incur liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement, excluding payment obligations, where such failure is caused in whole or in part by events, occurrences, or causes beyond the reasonable control of the party, provided that such party has taken reasonable steps to mitigate the effects of such delay.
Press Release Customer agrees that HRgems may issue a press release regarding the execution of this Agreement.
Aggregated Data HRgems shall have the right to use aggregated data acquired in connection with Customer’s access and use of the Service; provided that the data is blinded.
Governing Law This Agreement shall be governed by and interpreted according to the laws of the State of Michigan, without regard to conflicts of law principles
Entire Agreement This Agreement embodies the entire agreement and understanding between HRgems and Customer with respect to the subject matter of this Agreement and supersedes all prior oral or written agreements and understandings relating to the subject matter of this Agreement. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. The terms and conditions of any purchase order or other instrument issued by Customer which is in addition to or inconsistent with this Agreement shall be of no effect and shall not be binding on HRgems.