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1) General. Access Agreement ("Agreement") describes the terms and conditions applicable to your access of and use of the Kelly eOrder™ Application (the "Application"). Your access or use of the Application ("Application Use") shall be governed by this Agreement. By virtue of your Application Use, you accept and agree to be bound by all of the terms of this Agreement. If you do not accept or agree to be bound by this Agreement, do not log in or use the Application. This Agreement may be modified by Kelly Services, Inc. ("Kelly") at any time upon posting of a modified version of this Agreement, and the most recently modified version shall supercede all prior versions.
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| 2) Access Eligibility. The Application and related services are available only to current customers of Kelly. You shall not access the Application without prior approval from Kelly. Kelly retains the exclusive right to declare whether a user is a valid user of the Application, or whether any customer's officers, employees, or agents may use the Application, and Kelly may immediately restrict access by any user(s).
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| 3) System Integrity. Concerning your Application Use, you agree not to knowingly: (i) use any device, software or technique to interfere with or attempt to interfere with the proper working of the Application; (ii) post or transmit to the Application any unlawful, fraudulent, harassing, libelous, or obscene messages or data of any kind; (iii) post or send to the Application anything that contains a virus, bug, cancelbolt, worm, Trojan Horse or other harmful item; (iv) publish, perform, distribute, prepare derivative works, copy, or reverse engineer the Application; (v) post or transmit into or on the Application any messages or data in violation of another party's copyright or intellectual property rights; (vi) take any action which imposes an unreasonable or disproportionately large load on the Application; (vii) redeliver the Application using "framing", hyperlinks, or other technology without Kelly's express written permission; or, (viii) use any device or technology to provide repeated automated attempts to access password-protected portions of the Application for which you do not have a valid password issued to you by Kelly. You may not allow your login and password to be used by someone else for any reason whatsoever, and you agree to take all appropriate steps to maintain its confidential nature.
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| 4) Title. The entire contents of the Application are the intellectual property of Kelly and are copyrighted and protected by the United States and international copyright laws. You acknowledge that Kelly is the exclusive owner or licensee of any and all copyrights, trademarks, servicemarks, and any other intellectual property right relating to the Application. You may print and download portions of the materials solely for your non-commercial use provided you maintain the copyright notice and any other notices that appear on any such copies. Any other copying, redistribution, publication or retransmission of any portion of materials on the Application is strictly prohibited without the express written permission of Kelly. You agree not to change or delete any proprietary notices from any materials copied from the Application. You further agree and acknowledge that you shall have no recourse against Kelly for any alleged or actual infringement or misappropriation of any proprietary right with respect to information you submit through your Application Use. All information generated through, as a result of, or incidental to Application Use shall be the property of Kelly.
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| 5) Confidentiality. You agree that the information provided through or related in any manner to the Application shall be treated in confidence, and you shall take all reasonable measures to ensure that access to the Application and the information contained therein is secured at all times and kept in strict confidence. Copying and distribution in whole or in part of the information contained within the Application or any accompanying documentation without the express written consent of Kelly is strictly prohibited.
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| 6) Order Validity. Any orders or other actions received through this Application shall be deemed a valid request, and such electronic requests shall be equivalent to and a substitute for a written order or signature.
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| 7) LIMITED WARRANTY. THE APPLICATION IS PROVIDED ON AN AS IS BASIS AND KELLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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| 8) Disclaimer and Limitation of Damages. You also understand that Kelly cannot and does not guarantee or warrant that files or software of any kind, or from any source, available for downloading through the Application, will be free of infection or viruses, worms, Trojan Horses or other code or defects that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Application for the reconstruction of lost data. IN NO EVENT SHALL KELLY BE LIABLE FOR LOSS OF PROFITS, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES ARISING OUT OF THIS AGREEMENT OR USER'S USE OF THE APPLICATION, EVEN IF KELLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE APPLICATION, SHALL BE OR BE DEEMED TO BE A WARRANTY OR REPRESENTATION BY KELLY FOR ANY PURPOSE, NOR GIVE RISE TO ANY LIABILITY OR OBLIGATION OF KELLY WHATSOEVER. If you are dissatisfied with the Application or with any term, condition, rule, policy, guideline or practice of Kelly in operating the Application, your sole and exclusive remedy is to discontinue using the Application.
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| 9) Termination. Kelly has the right, in its sole discretion and at any time, to discontinue and terminate this Agreement and your right to use the Application. In addition, Kelly reserves the right to add, remove or change the functionality of the Application at its sole discretion and without prior written notice.
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| 10) Indemnification. You agree to indemnify and hold Kelly harmless against any claims, actions, liabilities, and damages (including costs and attorneys' fees) relating to your use or misuse of the Application, or your non-compliance with the terms and conditions of this Agreement.
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| 11) Entire Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. Any delay or waiver by Kelly to declare a breach or seek any remedy available to it under this Agreement or by law will not constitute a waiver as to any past or future breaches or remedies.
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| 12) Governing Law. The laws of the State of Michigan shall govern this Agreement and the parties hereby consent to the exclusive jurisdiction of the State Court of Michigan, Oakland County, and to the federal district court for the Eastern District of Michigan.
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| 13) Reservation of Rights. Any rights not expressly granted herein are reserved. Contact Kelly with questions or problems with this service.
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| 14) Authority. You represent and acknowledge that your Application Use will be solely on behalf of your employer or the corporate entity with which you are otherwise affiliated, and that through your Application Use your employer or applicable corporate entity shall likewise become bound by all of the terms and conditions set forth in this Agreement.
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