The StrategicPay® Series is a series of hands on, "do it yourself" ("DIY") Toolkits designed to help HR and compensation professionals do work that is
normally hired out to compensation consultants. We call it "compensation consulting at your fingertips..."

Strategic Pay Series Logo

License Agreement

This StrategicPay® Series License Agreement ("Agreement") is made effective as of the date of purchase (the "Effective Date"), by and between StrategicPay™ Series' owner Applied HR Strategies, Inc. (AHRS), a Washington corporation (the "Provider") and the entity identified in the "Customer Contact Information" information provided via the ordering process (the "Customer").

1.    Services; Support

A. Subject to the terms and conditions of this Agreement, Provider agrees to sell and Customer agrees to purchase one (1) or more modules the StrategicPay Series ("SPS") products (the "Product"), which includes one (1) individual ring-binder per module and additional reference materials, available via the StrategicPay® Series website.  Customer agrees to pay the fees calculated via the payment form in advance of Product delivery.  Provider will ship the product within five (5) business days of ordering and full payment confirmation.

B. If the Customer has purchased additional Consulting Support ("Support") as indicated, then the Provider will (i) provide phone and email Support (via the contact information supplied on the StrategicPay Series website) for the Product, and (ii) supply Customer with any Product updates that Provider may from time-to-time deem necessary in its discretion.  Provider will use reasonable efforts to respond to all requests for Support within one business day (Monday – Friday; 9:00am – 5:00pm PST).  Support includes assistance in answering questions directly related to the Product and the use and application of the materials provided therein.  Support does not include providing general or specific legal advice or consulting related to non Product-related compensation and/or human resource policies or strategies, specific hiring decisions, or other similar advice and counseling.

2. Fees and Payment

Customer agrees to pay the following amounts for the Product (the "Fees"):

A. Total Fees due, as calculated via this website.

B. The product(s) ordered must be paid in full before online access is granted and the physical product is shipped.

C. All amounts indicated herein are exclusive of sales taxes for Washington State orders. Customer is responsible for any applicable sales and/or use taxes on the sale of the Product, if not collected at the time of sale (sales tax is not charged for order outside of the State of Washington).  Any such sales tax amounts payable (on Washington State orders) are due at the time of ordering.

3. License, Scope of Allowable Use

A. The Product contains certain proprietary materials protected by copyright law, as indicated on such materials (the "Proprietary Material").  Subject to the restrictions on use as set forth herein, Provider hereby grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable license to use the Proprietary Material for its own internal use only.  Customer may copy, duplicate, and modify (by adding such information as may be necessary to complete and render portions of the Proprietary Material usable for their internal intended purpose) the Proprietary Material for such internal single-organization uses.  This license does not extend to use of the Provider's trademarks and copyrights.

B. Customer shall not permit any portion of the Proprietary Materials to be used by or for the benefit of anyone other than Customer.  Customer shall not re-license, re-sell, or copy, duplicate, distribute or otherwise transfer any Protected Material to any third-party.  Customer agrees to use the Protected Material in a manner that complies with all applicable laws including intellectual property and copyright laws.  Provider expressly reserves all rights not expressly granted to Customer herein.

C. Customer agrees that the person identified in the "Customer Contact Information" table above as "Primary Contact" will serve as the key contact for Provider and vice-versa for communications regarding the Product and Support.  Up to two (2) additional contacts may be provided per Customer, for purposes of telephone and email support.  If Primary Contact and/or additional contacts change, Customer will provide new Primary Contact and/or additional contact information to Provider within 30 days of such change.

4. Term and Termination

The initial term of this Agreement will commence on the Effective Date and will continue for six months (the "Initial Service Term"), if consulting support is ordered.

The intellectual property rights and copyrights of the Provider will extend in perpetuity.

5. Ownership of Intellectual Property

Provider is and will remain the sole and exclusive owner of, and retains all rights, title and interest in, all portions of the Product and Protected Material, including the copyrights contained therein, and Provider hereby reserves all rights thereto.

6. Confidentiality

A. Customer acknowledges that the Product constitutes valuable confidential information that is proprietary to Provider.  Customer will safeguard the Product using the same standard of care that Customer uses for its own confidential materials.

B. Each party shall keep the terms of this Agreement confidential and shall not disclose such terms without the prior written consent of the other party.

7. Disclaimer of Warranties

Provider expressly disclaims any and all promises, representations, and warranties, except as expressly set forth in this agreement, whether expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

8. Disclaimer as to Legal Advice

Provider is not an attorney, and the product and the contents thereof should not be relied on as legal advice or used as a substitute for a consultation with an attorney.

9. Limitation of Liability

IN NO EVENT SHALL PROVIDER BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.  PROVIDER'S LIABILITY TO CUSTOMER IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF FEES CUSTOMER PAID TO PROVIDER IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.

10. Indemnification

Customer agrees to indemnify and shall hold harmless (including payment of reasonable attorneys' fees) Provider, its corporate affiliates, officers, directors and any employee or agent thereof (each of the foregoing an "Indemnified Party") against all liability to third parties (except to the extent such liability is caused by the negligent act or willful misconduct of the Indemnified Party) arising from or in connection with Customer's use of Product, or other breach of the terms of this Agreement.  Customer's obligation to indemnify any Indemnified Party will survive the expiration or termination of this Agreement by either party for any reason.  Customer shall conduct the defense of any such third party action arising as described herein unless Customer and Provider shall mutually agree that Provider will conduct the defense.

11. Miscellaneous

A. Independent Parties.  Customer and Provider are independent of one another, and no partnership or joint venture is intended to be created by this Agreement, nor any principal-agent or employer-employee relationship.

B. Applicable Law and Forum.  This Agreement shall be governed and construed in accordance with the laws of the State of Washington without regard to the conflicts of laws or principles thereof.  Any action or suit related to this Agreement shall be brought in the state or federal courts sitting in King County, Washington State.

C. Notices.  Any notice or other communication required or permitted under this Agreement shall be given in writing and delivered by hand, by overnight courier, or by registered or certified mail, postage prepaid and return receipt requested, to the persons signing (or their successors pursuant to due notice) or agreeing to this agreement (by acceptance of this agreement in the purchase process via the Provider's website), at their respective addresses provided by the Customer.  Email notification, with read receipt, will be also be acceptable.

D. Entire Agreement.  This Agreement constitutes the entire agreement between Customer and Provider, and supersedes all other agreements between the parties relating to the subject matter hereof.  Each of the parties hereto acknowledges that they have relied on their own judgment in entering into this Agreement and have had the opportunity to consult independent legal counsel.

E. Assignment.  Customer shall not assign this Agreement without Provider's prior written consent.  Provider may assign this contract at its discretion to its affiliates or a successor corporation.

F. Successors.  This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the respective parties.

G. Modifications.  No modification of this Agreement shall be effective unless in writing and signed by both parties.

H. Severability.  If any provision of this Agreement is invalid or unenforceable under any statute or rule of law, the provision is to that extent to be deemed omitted, and the remaining provisions shall not be affected in any way.

I. Forbearance - No Waiver.  Forbearance or neglect on the part of either party to insist upon strict compliance with the terms of this Agreement shall not be construed as or constitute a waiver thereof.

J. Authority.  Each party represents and warrants to the other that it is duly organized and existing under the laws of the jurisdiction of its incorporation or existence and the person executing this Agreement has full power and authority to enter into this Agreement.

K. Attorney's Fees.  In the event any legal action is taken by either party against the other to enforce any of the terms and conditions of this Agreement, it is agreed that the unsuccessful party to such action shall pay to the prevailing party therein all court costs, reasonable attorneys' fees and expenses incurred by the prevailing party.

L. Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

M. Survival.  The provisions of sections 3, 5, 6, 7, 8, 9, and 10 shall survive the expiration or termination of this Agreement by either party for any reason.