This Customer Agreement (this "Agreement") contains the terms and conditions that govern your access to and use of the LBi HR HelpDesk software solution accessible via www.lbihrhelpdesk.com or another designated website or IP address (the "Solution") and the Content (as defined below). This is an agreement between LBi Software, Inc. ("LBi," "we," "us," or "our") and the entity you represent ("you"). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor) and that you have legal authority to bind the entity for which you are entering into this Agreement. If you do not have such authority, or if you do not agree with these terms and conditions, you may not use the Solution or the Content (collectively, the "Service").
1. License Grant and Restrictions; Changes
(a) We hereby grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable right to access and use (i) the Solution, and (ii) the software (including machine images), data, text, audio, video, images, documentation, guides, manuals and other content we make available in connection with the Solution ("Content"), in each case solely for your own internal business purposes and subject to and solely in accordance with the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by LBi and its licensors.
(b) You may not access the Service if you are a direct competitor of LBi, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You may not use the Service in any manner or for any purpose other than as expressly permitted by this Agreement.
(c) You shall not, and shall not attempt to, (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify, alter, tamper with or make derivative works of any software included in the Service; (iii) create Internet "links" to the Service or "frame" or "mirror" any Service on any other server or wireless or Internet-based device; or (iv) reverse engineer, disassemble, or decompile the Service or apply any other process or procedure to derive the source code of any software included in the Service.
(d) You shall not, and shall not authorize any third party to: (i) use the Service to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) use the Service to send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Solution or the data contained therein; or (v) attempt to gain unauthorized access to the Solution or its related systems or networks.
(e) We may change, discontinue, or deprecate any portion of the Service (and the Service as a whole) or change, add or remove features or functionality of the Solution from time to time. We will notify you of any material change to or discontinuation of the Solution using one of the contact methods provided by you during your account opening process. Changes will be effective immediately upon notice. Continued use of the Service after any such changes shall constitute your consent to such changes.
2. Your Account and Your Responsibilities
To access the Service, you must create an account associated with a valid e-mail address. You may only create one account per email address. You are responsible for keeping your account information and passwords confidential and for taking your own steps to maintain appropriate security to protect against unauthorized access to the Service. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or former employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account. You will contact us immediately if you believe an unauthorized third party may be using your account or if your account information is lost or stolen.
As used herein, "Users" means those of your employees who you authorize to use your account. You may not authorize or allow any person other than your employees to use your account. User passwords cannot be shared or used by more than one individual User.
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.
You shall: (i) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you or your Users; and (iii) not impersonate another user of the Service or provide false identity information to gain access to or use the Service.
If we become aware of unauthorized access to your account by anyone other than your employees, cotnractors or agents, we will notify you of the security breach, its nature and scope, the nature and scope of the remedial actions LBi will undertake, and the timeline within which LBi expects to remedy the breach.
3. Account Information and Data
(a) We do not own any data, information or material that you submit in using the Solution ("Customer Data"). You, not us, shall have sole responsibility for the development, content, operation, maintenance, use, accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and we shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. You agree and acknowledge that LBi has no obligation to retain Customer Data, and may delete Customer Data, more than 30 days after termination of this Agreement.
(b) We may ask you to remove Customer Data from the Service if it violates this Agreement or the law. Failure to comply may result in loss of access to, or cancellation of, the Service or your account. Additionally, we may remove Customer Data without asking you if we determine it's in violation of this Agreement or the law, or if we receive a notice of intellectual property infringement from a third party.
(c) No Customer Data is hosted on our servers or otherwise retained by us. We and our vendors will implement reasonable and appropriate measures designed to help you secure Customer Data against accidental or unlawful loss, access or disclosure.
We use commercially reasonable physical, electronic, and managerial procedures to safeguard and help prevent the loss of and unauthorized access to and use of personally identifiable information collected through this site and under our control, however, no security system is completely secure. Accordingly, we cannot guarantee the complete security of your personally identifiable information.
From time to time, we may e-mail you promotional information about our products and services. Promotional emails will contain an OptOut or unsubscribe option. If you do not want to receive this type of information about LBi products and services, simply select the OptOut feature or please send us an email at OptOut@LBiSoftware.com.
Because of the nature of our business, our website is not designed to appeal to children under the age of 13. We do not knowingly request or receive any information from children.
(b) We are committed to maintaining the privacy and confidentiality of Personal Data (as defined below) entrusted to us by our customers. "Personal Data" means any non-public information related to any identified or identifiable natural or legal person, such as a customer’s employees, employees, customers, subcontractors, partners, or any other third party (including such third parties’ employees), as well as any other additional information deemed personal data under applicable personal data protection laws.
We provide data processing services and computer software for our customers. In the course of providing such services and software, we may obtain or otherwise become aware of Personal Data from equipment and networks owned, controlled or operated by our customers, or may otherwise obtain or become aware of Personal Data. "Customer Personal Data" means Personal Data that we obtain or otherwise become aware of in the course of providing services or software for a customer. We will not use Customer Personal Data for any purpose other than for the purposes for which the customer provides such information.
Consistent with the Safe Harbor Privacy Framework, various principles are limited when a Customer transfers custody of data to us for processing on the instructions of the Customer. In those circumstances, we receive the Customer Personal Data from the European Union as an agent of the customer merely for processing and is not required to apply the Notice, Choice, Data Integrity and Access principles to that information. The customer will remain responsible for the Customer Personal Data and for compliance with applicable privacy laws and directives.
Notice. When we receive Customer Personal Data for processing pursuant to instructions of our customer, we are acting as an agent for such customers and do not provide notice to individuals regarding the collection and use of their personal data. Our customers remain responsible for providing notice, if and to the extent they believe such notice is necessary under applicable EU law.
Choice. When we receive Customer Personal Data from individuals in the European Union pursuant to instructions of our customers, we are acting as an agent for our customers and do not provide choice to individuals regarding the collection and use of their personal data. Our customers remain responsible for providing choice, if and to the extent they believe such notice is necessary under applicable EU law.
Onward Transfer. We do not transfer Customer Personal Data to any third parties, unless lawfully directed by a customer, or in certain limited or exceptional circumstances in accordance with the Safe Harbor Privacy Framework. For example, such circumstances would include disclosures of Customer Personal Data required by law or legal process, or disclosures, made in the vital interest of an identifiable person, such as those involving life, health or safety.
Security. We are committed to the security of all Personal Data. We take reasonable physical, electronic, and managerial precautions to protect Customer Personal Data in its possession from unauthorized access, disclosure, alteration, destruction, tampering, loss or misuse.
Data Integrity. We do not modify or alter in any way Customer Personal Data but preserve (or cause our vendors to preserve) such data in its original form to the extent possible, consistent with any processing that is directed by Customers or necessary to fulfill the services requested by customers.
Access. Customer Personal Data is accessible only by those LBi employees who have a reasonable need to access such information in order for us to fulfill contractual obligations to the customer. All of our employees have entered into confidentiality agreements with us. When we have completed our customer contracted task, all Customer Personal Data pertaining to such task is removed from our servers. Any printed material containing Customer Personal Data is shredded. Customer Personal Data on removable media will be rendered incapable of reconstruction.
Enforcement. Any employee that we determine is in violation of these policies will be subject to discipline, up to and including termination of employment. Inquiries and complaints on privacy issues are given the highest corporate priority.
If we become aware of unauthorized access to Customer Personal Data by any other person or entity, we will immediately notify the applicable customer of such unauthorized access and shall cooperate in the investigation and remedy of such access.
(c) As noted above, no Customer Data is hosted on our servers or otherwise retained by us. Please contact us if you would like information on the privacy policies of our vendors who host Customer Data.
5. Intellectual Property Ownership
As between you and us, you own all right, title, and interest in and to Customer Data. Except as provided in this Section 5, we obtain no rights under this Agreement from you or your licensors to Customer Data, including any related intellectual property rights. You consent to our use of Customer Data to provide the Service to you.
As between you and us, we (and our licensors, where applicable) own and hereby reserve all right, title and interest, including all related intellectual property rights, in and to the proprietary technology made available by us to you, the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service or the intellectual property rights related thereto owned by us. The LBi name, our logos, and the product names associated with the Service are trademarks of LBi or third parties, and no right or license is granted to use them. Some portions of the Service may be provided to you under a separate license, such as the Apache Software License or other open source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to that portion of the Service.
During and after the term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding the Service.
6. Charges and Payment of Fees
In order to access the Service, you will be required to pay a subscription fee on either a monthly or annual basis, as you determine (each a "Subscription Period"). All payment obligations are non-cancelable and, except as provided in Section 9, all amounts paid are nonrefundable. You must provide us with valid credit card information as a condition to signing up for the Service. We reserve the right to modify our fees and charges and to introduce new charges at any time by posting such notice of such change at www.lbihrhelpdesk.com. All such changes are effective upon the posting of such notice, provided that if you are an existing user of the Service, such change will not be effective with respect to you until the first day following the expiration of your current Subscription Period. All pricing terms are confidential, and you agree not to disclose them to any third party.
Subscription fees are collected by PayPal. We do not retain any of your credit card data and we are not responsible for any acts or omissions of PayPal.
7. Billing and Renewal
(a) We charge and collect in advance for use of the Service. Upon the expiration of the current Subscription Period selected by you, we will automatically renew your Subscription Period for the same term and bill your credit card accordingly.
(b) Our fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on our income.
(c) You will provide us with complete and accurate billing and contact information, including your legal company name, street address, e-mail address, credit card information, and name and telephone number of an authorized billing contact. You will update this information within 15 days of any change. If the contact information you have provided is false or fraudulent, we may terminate your access to the Service in addition to any other legal remedies.
(d) If you believe any amount we have charged you is incorrect, you must contact us in writing within 60 days of the date of such charge to be eligible to receive an adjustment or credit.
In addition to any other rights granted to us herein, we may suspend your right to access or use any portion or all of the Service immediately upon notice to you if we determine:
(a) your use of or registration for the Service (i) poses a security risk to the Service, LBi or any third party, (ii) may adversely impact the Service or the systems or content of LBi, any other LBi customer or any third party, (iii) may subject us, our affiliates, or any third party to liability, or (iv) may be fraudulent;
(b) you are in breach of this Agreement; or
(c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
You will not be entitled to any refund or credit for any period of suspension.
We reserve the right to impose a reconnection fee if you are suspended and thereafter request access to the Service.
We may from time to time conduct routine tests, maintenance, upgrade or repair any part of the Service, and we will use commercially reasonable efforts to give you prior notice thereof. You acknowledge that there may be instances where it is not practicable for us to give advance notice of a disruption, for example, in the event of an emergency, and we will be entitled to disrupt the Service to conduct restoration and remedial works without prior notice.
9. Term; Termination
(a) Term. This Agreement commences on the Effective Date and will remain in effect until terminated by you or us in accordance with this Section 9.
(b) Termination for Convenience. You may terminate this Agreement for any reason by: (i) providing us at least 10 days advance notice and (ii) closing your account. We may terminate this Agreement for any reason by providing you at least 25 days advance notice.
(c) Termination for Cause. Either party may terminate this Agreement for cause upon 25 days advance notice to the other party if there is any default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 25 day notice period.
(d) Immediate Termination. We may also terminate this Agreement immediately upon notice to you (i) if our relationship with a third party partner who provides software, hardware or other technology or services we use to provide the Service ("Third Party Providers") expires, terminates or requires us to change the way we provide the software or other technology as part of the Service, (ii) if we believe providing the Service could create a substantial economic or technical burden or material security risk for us, (iii) in order to comply with applicable law or requests of governmental entities, or (iv) if we determine use of the Service by you or our provision of the Service to you has become impractical or unfeasible for any legal or regulatory reason.
10. Effect of Termination
(a) Generally. Upon any termination of this Agreement:
(i) all your rights under this Agreement immediately terminate;
(ii) you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination;
(iii) you will immediately return or, if instructed by us, destroy all Content in your possession; and
(iv) Sections 1(c), 1(d), 3(a), 5, 7(b),10, 12, 13, 15, 17 and 18 will continue to apply in accordance with their terms.
(b) Post-Termination Assistance. Unless we terminate your use of the Service pursuant to Section 9(c), during the 30 days following termination:
(i) we will not erase any Customer Data as a result of the termination;
(ii) you may retrieve Customer Data from the Service only if you have paid any charges for any post-termination use of the Service and all other amounts due; and (iii) we will provide you with the same post-termination data retrieval assistance that we generally make available to all customers.
After such 30-day period, we shall thereafter, unless legally prohibited, delete all Customer Data on the Service.
(c) Refunds. We will refund the prorated portion of any prepaid fee if we terminate this Agreement under Section 9(b) or Section 9(d) or if you terminate this Agreement under Section 9(c). We will not refund the prorated portion of any prepaid fee if this Agreement terminates for any other reason.
11. Representations and Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. We represent and warrant that we will provide the Solution in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Solution will perform substantially in accordance with our online documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
(a) You will defend, indemnify, and hold harmless us, our licensors and Third Party Providers, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (i) your use of the Service (including any activities under your account and use by your employees and personnel); (ii) breach of this Agreement or violation of applicable law by you; (iii) Customer Data or the combination of Customer Data with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Customer Data or by the use, processing, display, development, design, production, advertising or marketing of Customer Data; or (iv) a dispute between you and any third person; provided in any such case that we (w) give you prompt written notice of the claim; (x) give you sole control of the defense and settlement of the claim (provided that you may not settle any claim unless such settlement unconditionally releases us of all liability and does not affect our business or the Service); (y) provide to you all available information and assistance; and (z) have not compromised or settled such claim. If we or any Third Party Provider are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us or such Third Party Provider for reasonable attorneys’ fees, as well as our or our Third Party Provider’s employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our or their then-current hourly rates.
(b) We will defend, indemnify, and hold harmless you, your affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; provided that you (i) promptly give written notice of the claim to us; (ii) give us sole control of the defense and settlement of the claim (provided that we may not settle any claim unless such settlement unconditionally releases you of all liability); (iii) provide to us all available information and assistance; and (iv) have not compromised or settled such claim. We shall have no indemnification obligation, and you shall indemnify us pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any other product, service, hardware or business process(s).
13. Disclaimer of Warranties. LBi and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service or any content. LBi and its licensors do not represent or warrant that (i) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (ii) the Service will meet your requirements or expectations, (iii) any stored data will be accurate or reliable, (iv) any content, including Customer Data, will be secure or not otherwise lost or damaged, (v) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your requirements or expectations, (vi) errors or defects will be corrected, or (vii) the Service or the server(s) that make the Service available are free of viruses or other harmful components. The Service is provided to you strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable lay by LBi and its licensors.
14. Internet Delays. The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. We are not responsible for any delays, delivery failures, or other damage resulting from such problems.
15. Limitation of Liability; No Consequential or Similar Damages. In no event shall our aggregate liability exceed the amounts actually paid by and/or due from you in the 12 month period immediately preceding the event giving rise to such claim. In no event shall we and/or our licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with the Service, including but not limited to (i) the use or inability to use the Service, (ii) any content obtained from or through the Service, (iii) any interruption, inaccuracy, error or omissions, regardless of cause in the content, or (iv) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any Customer Data or other data, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages. Some or all of these limitations or exclusions may not apply to you if your state, province, or country doesn't allow the exclusion or limitation of incidental, consequential, or other damages.
16. Modification to Terms. We may modify this Agreement and our policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service or by otherwise notifying you in accordance with Section 18(d). You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes. We last modified this Agreement on the date listed at the end of this Agreement.
17. Assignment; Change in Control. This Agreement may not be assigned by you without our prior written approval but may be assigned by us without your consent to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of LBi directly or indirectly owning or controlling 50% or more of you shall entitle us to terminate this Agreement for cause immediately upon written notice. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.
(a) Force Majeure. We will not be liable for any delay or failure to perform any obligation under this Agreement that results from any cause beyond our reasonable control, including acts of God, labor disputes, contractor difficulties, problems with telecommunications providers or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, limitations, delays, and other problems inherent in the use of the internet and electronic communications, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, and the occurrence of any of the foregoing with respect to any Third Party Provider.
(b) No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
(c) Import and Export Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Service, including your transfer and processing of Customer Data and the region in which any of the foregoing occur.
We may provide any notice to you under this Agreement by: (i) posting a notice on www.lbihrhelpdesk.com; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on such site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
To give us notice under this Agreement, you must contact us as follows: (i) by email to firstname.lastname@example.org; or (ii) by personal delivery, overnight courier or registered or certified mail to LBi Software, Inc., 999 Walt Whitman Road, Melville, NY 11747. We may update the email address or mailing address for notices to us by posting a notice on www.lbihrhelpdesk.com. Notices provided to us will be effective upon receipt of such notice, provided that notices sent by facsimile transmission and received by us after 5:00 p.m. New York, New York time, or on a day that we are not open for business, shall be effective on the first business day after the day on such notice was received.
(e) No Waiver. The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
(f) Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
(g) Governing Law; Venue. The laws of the State of New York govern this Agreement and any dispute that might arise between you and us. Any dispute relating in any way to the Service or this Agreement will be adjudicated in any state or federal court in Suffolk County, New York. You consent to exclusive jurisdiction and venue in those courts. We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our, our affiliates, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
(h) Entire Agreement; Headings. This Agreement (including the policies referred to herein) is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the security and data privacy provisions in Sections 3 and 4 contain our entire obligation regarding the security, privacy and confidentiality of Customer Data. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any of our policies, this document will control. Section titles are for reference only and have no legal effect.
(i) Publicity. You agree we can disclose the fact that you are a customer of LBi. You grant us the right to reference you, along with your logo, in marketing materials and on our public website until such time as your use of the Service discontinues.
Questions or Additional Information
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to email@example.com.
Last modified on June 9, 2014.