Terms & Conditions
Quinto Terms of Service
This Terms of Service Agreement (the“Agreement”) is between you (“you”, “your”, “Customer”) and Human Resource Systems Group Ltd. (“HRSG”). HRSG is willing to grant you rights to create a Quinto account (“Account”) and to use the Quinto services provided via www.quinto.work (“Site”) upon the condition that you accept all terms contained in this Agreement. Please read the terms carefully. BY SIGNING AN ORDER FORM REFERENCING THIS AGREEMENT OR BY USING OR ACCESSING THE SERVICES, YOU INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AND TO BE BOUND BY ITS TERMS. Please note that in specific instances, some aspects of the Services may be subject to additional terms between you and HRSG, which will be made available to you when you register or subscribe for the applicable Service.
1. Scope of this Agreement
This Agreement governs your access and use of the Site, the Quinto service, and Content available thereon (together, the “Services”).This Agreement includes the Privacy Policy (as defined below), Order Forms, and other referenced documents. All references to "we", "us","our", shall be construed to mean HRSG.
If you are entering into this Agreement not as an individual but on behalf of your company, then “you”, “your” or “Customer” means your company and you represent and warrant that (i) the individual entering into this Agreement is duly authorized to do so on such entity's behalf and to bind such entity; and (ii) such entity has full power, corporate or otherwise, to enter into this Agreement and perform its obligations hereunder. Where your Subscription allows for access by Authorized Users: (i) you agree that you will be responsible for requiring Authorized Users to comply with this Agreement;(ii) you agree to manage access to the Services on Authorized Users’ behalf and to restrict access only to Authorized Users authorized to do so under the terms of your Subscription; and (iii) you hereby represent and warrant that all Authorized Users granted access to the Services are aware of this Agreement and have agreed to comply fully therewith as a condition of access and use.
2. Account
To use Quinto, you will be required to register for an Account. In some cases, you may be provided an Account by HRSG or by your employer and/or institution (as applicable). You will be responsible for any and all actions taken under your Account by Authorized Users or other third parties. If you think the security of your Account has been compromised, please contact us immediately.
3. Order Forms
The Quinto order form, whether electronic or in writing, (the “Order Form”) will specify your Subscription and any applicable commercial terms add-ons, support, maintenance, and Content. Order Forms include any additional purchases you make to upgrade your Subscription.
4. Subscription Services
Your subscription to use Quinto includes on-line access to and use of all licensed Quinto content made available on the Site (hereafter "Content"), as well as any other related services as specified on your Order Form and for which you have paid the applicable fee (hereafter “Subscription”). Where your Subscription includes the ability to modify the Content as required to meet internal operational requirements, the Content and any modifications thereto are and remain HRSG’s intellectual property. In case of conflict between this Agreement and the terms of an Order Form, the Order Form shall govern to the extent of the conflict.
5. Third-Party Services
Someparts of the Services may integrate with or rely on third-party platforms andservices (including, without limitation, third-party artificial intelligencetechnologies (“AI Services”)) that are not owned or controlled by HRSG(collectively, “Third-Party Services”). Use and enabling of Third-PartyServices may require you to enter into additional terms between you and HRSGand/or the Third-Party Service. Any Third-Party Services are subject to theterms and conditions of those Third-Party Services, and you are solelyresponsible for determining those terms and conditions and complying with them.
6. Subscription Term
The duration of your Subscription shall be specified at the time of registration ("Initial Term") on the Order Form. UNLESS YOUR SUBSCRIPTION IS RENEWED AND YOU PAY THE REQUIRED FEES, IF YOUR SUBSCRIPTION EXPIRES, CONTINUED USE OF THE SERVICES OR ANY CONTENT, PRINTED, REPRODUCED OR OTHERWISE COPIED, AS TEMPLATES OR OTHERWISE, FOLLOWING EXPIRATION OF YOUR SUBSCRIPTION FOR ANY PURPOSE IS STRICTLY PROHIBITED. ALL TEMPLATES OR COPIES THEREOF MUST BE PERMANENTLY DELETED OR DESTROYED WITHIN FIVE (5) BUSINESS DAYS OF EXPIRATION OR TERMINATION OF YOUR SUBSCRIPTION. The foregoing prohibition on use of Content following termination will not apply to permitted uses under a Perpetual License for which you have paid the applicable fees.
7. Termination
In addition to any termination terms set out in an Order Form, either party may terminate the Agreement (i) in the event of a material breach of this Agreement by the other party solely as follows: the non-breaching party will provide written notice to the breaching party of the breach and if within thirty (30) days the breaching party has not cured the material breach; or (ii) immediately on written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
8. Result of Termination
In the event of termination by Customer due to an uncured material breach by HRSG, HRSG shall, within thirty (30) days of termination, refund to Customer on a pro rata basis all pre-paid fees paid in respect of the remaining, current unexpired term.
9. Right to Limit Services Access
You agree that HRSG may terminate your access to the Services for cause at any time without prior notice, upon the occurrence of any one of the following: (i) any material breach of this Agreement, including without limitation any failure to pay fees as they become due or any unauthorized use of the Services, or (ii) requests by law enforcement or other government agencies. Termination of your access to the Services includes removal of all Content, and deletion of your login data, password, and all related information. Further, you agree that all terminations of access to Services shall be made in HRSG’s sole discretion, and that HRSG will not be liable to you or any third-party for any termination of access to the Services.
10. Grant of Rights
You may access and use the Services only for your own internal purposes, subject to this Agreement and any additional terms in the applicable Order Form, including the following restrictions:
a. All rights not expressly granted herein are reserved by HRSG and its licensors, as applicable.
b. Each Authorized User will be granted his or her own individual access code and password. However, the maximum number of Authorized Users for a given Subscription that can ace ss the Services at any one time for concurrent use shall be limited to the number of Subscription licenses purchased by the Customer and outlined in the Order Form.
c. You agree not to access (or attempt to access) the Services by any means other than through the Site interface HRSG provides unless you have been specifically allowed to do so in a separate agreement with HRSG. You agree not to access (or attempt to access) the Services through any automated means (including use of scripts or web crawlers), and you agree to comply with the instructions set out in any text or other user file present on the Site.
d. Except as expressly permitted in this Agreement, you are not authorized to (i) grant access to any of the Content to any third party or use any of the Content except in the ordinary course of your internal business to meet internal business requirements; (ii) copy any ideas, text, features or other data incorporated in the Content except as expressly authorized herein; (iii) resell, sublicense, transfer, assign, distribute or otherwise communicate any of the Content to any third party; (iv) permit any third party to copy or use any of the Content; (v) make derivative works based on the Content or of the Services; (vi) except for linking to the Site's home page, create Internet links to the Services; (vii) "frame" or "mirror" the Services on any other server or Internet-enabled device; or (viii) access the Services for the purposes of building a competitive product.
11. Perpetual Grant
Notwithstanding anything in this Agreement to the contrary, upon expiration or termination of this Agreement (collectively, “Termination”) you may elect to obtain a perpetual license to the Content for a one-time fee (“Perpetual License”). To make use of a Perpetual License, you will be required to enter into additional terms between you and HRSG, which will be made available to you by HRSG when you elect to purchase a Perpetual License.
12. Post-Termination Use
Notwithstanding anything in this Agreement to the contrary, upon Termination, Customer and its affiliates may, after obtaining a Perpetual License, continue to utilize, have no obligation to delete or destroy, (i) any modifications to Perpetual Content created by Customer or its affiliates, and (ii) any Perpetual Content that Customer or its affiliates have incorporated into their own materials or processes for internal use in the normal course of business.
13. Modification
Notwithstanding anything in this Agreement to the contrary, if Customer purchases a Perpetual License, Customer and its affiliates may modify the Content under the Perpetual License (“Perpetual Content”), in its sole discretion, and may continue to utilize the Perpetual Content after termination. To the extent such modifications constitute a derivative work based on the Perpetual Content, HRSG shall be the exclusive owner of such derivative work and Customer hereby assigns to HRSG all right, title and interest (including Intellectual Property Rights) in such derivative work. These rights to modify and utilize the Perpetual Content will not create an ownership interest by Customer, and HRSG will continue to own Perpetual Content and derivative works based on the Perpetual Content.
14. Authorized Users
Subject to the terms of your Order Form, only the individuals for whom you have paid the required fees and whom you designate an authorized user (“Authorized Users”) may access and use the Services. Authorized Users may be your employees, representatives, consultants, contractors, agents, or other third parties who are acting for your benefit and on your behalf. You may increase the number of Authorized Users permitted to access the Services by placing a new Order Form to increase the number of user licenses and paying the applicable fees. You are responsible for compliance with this Agreement by all Authorized Users. All use of the Services accessed and used by you and your Authorized Users must be within the scope of use specified in your Order Form and applicable ancillary documents.
15. Restrictions for Content
Depending on the Subscription for which you have paid the applicable fees, you will have access to certain Content as outlined on the Order Form. Your use and access to this Content is subject to the terms and conditions of this Agreement, including any separate Content license agreement that may be entered into by you in relation to your Order Form. Your access to and use of certain Content will be limited to the Subscription indicated on your Order Form. You may increase the amount of Content you have use of and access to on the Site by placing a new Order Form and paying the applicable fees. Neither you nor any of your Authorized Users may use the Services in any way that infringes the Intellectual Property Rights or proprietary interests of HRSG, its licensors or any third party. Your use of the Services must comply with all applicable laws, rules, and regulations. Neither you nor any of your Authorized Users may remove or obscure the copyright notice contained in or on the Content in any way. You are prohibited from using the Content in any way not specifically authorized under this Agreement or that could be considered a commercial resale or commercial redistribution in any medium or use the Services to compete with HRSG.
16. Your Account-Related Responsibilities
HRSG will provide you with, or you will be required to create, an account via the Site in order to make full use of the Services (“Account”) You are responsible for all activity occurring under your Account and for maintaining the confidentiality of your access code, password, and any additional information that HRSG may provide regarding accessing your Account. If you share your access code and password with another person who is not authorized to use the Services, your access to the Services may be terminated immediately for cause. You are responsible for any unauthorized use of your access code, password or Account and agree to immediately notify HRSG of any unauthorized use thereof, or of any other breach of security.
17. Subscription Fees
HRSG will provide a quote for an agreed number of licenses to you in advance of your Subscription. Upon receipt of acceptance, HRSG will provide you with access to the Services for the paid-up number of licenses. Payment of Subscription fees will be by the method set out in the Order Form, or by any other method approved by HRSG. Fees are non-refundable, unless expressly provided otherwise herein or on the Order Form. If for any reason HRSG is unable to charge your payment method with the full amount of the fees, or if HRSG is charged back for any fee previously charged to your payment method, you agree that HRSG may pursue all available remedies to pursue payment, including without limitation, termination of your access to the Services.
18. Ownership and Intellectual Property Rights
a. HRSG is the exclusive owner of the Services and the Content, and of all suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you relating to the Services and of all Intellectual Property Rights therein (including without limitation copyright). The right to access and use the Services is not a sale and does not convey to you any rights of ownership, or any Intellectual Property Rights in the Services. HRSG’s name, logo, and product/services names associated with the Services are owned by HRSG (and HRSG’s licensors where applicable), and no right or license is granted to them except as expressly set out herein.
b. “Intellectual Property Rights” means any and all tangible or intangible: (i) rights associated with works of authorship, including copyrights, moral rights, neighbouring rights, and derivative works thereof, (ii) trademark and trade name rights, (iii) trade secret rights, (iv) patents, design rights, and other industrial property rights, and, (v) all other intellectual property rights whether arising by operation or law, treaty, contract, license, or otherwise, together with registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof.
c. All right, title, and interest in derivative works, enhancements, extensions, and modifications of or related to the Services or other products developed in whole or in part by HRSG, including without limitation any Intellectual Property Rights therein shall be HRSG’s sole property.
19. Publicity Rights
HRSG may identify you as an HRSG customer in its promotional materials. By entering this Agreement, you agree to grant HRSG permission use your trademark and/or logo solely for this purpose. You may request that HRSG stop doing so by submitting an email to info@hrsg.ca at any time. Processing of your request may take up to 30 business days.
20. Support and Maintenance
HRSG will provide basic support and maintenance services for the Services during the term of the Subscription. Support and maintenance for the Services includes access to new releases of the Services, if and when available, during the term of your Subscription.
21. Advisory and Training Services
22. Service Level Terms
The Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. HRSG may periodically add or update information and materials available via the Services without notice. We will use commercially reasonable efforts to make the Services available to you at all times except for: (a) planned downtime, including but not limited to maintenance; or (b) any unavailability caused by circumstances beyond HRSG’s reasonable control, including without limitation, malfunction of computer or network equipment, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, health pandemics, strikes or other labour problems.
23. Indemnification by HRSG
Subject to the terms and conditions of this Agreement, HRSG shall, at its own expense, defend Customer in any action, suit or proceeding brought by a third party alleging that the Services infringe or misappropriate any Intellectual Property Rights of such third party (an “IP Claim”) and shall indemnify and hold Customer harmless from and against any settlement amounts agreed in writing by HRSG and/or any losses, damages, expenses or costs (including but not limited to reasonable attorneys’ fees) awarded to such third party against Customer by a court or tribunal of competent jurisdiction in such IP Claim. As conditions for such defense and indemnification by HRSG, (i) Customer shall notify HRSG promptly in writing upon becoming aware of all pending IP Claims; (ii) Customer shall give HRSG sole control of the defense and settlement of such IP Claims; (iii) Customer shall cooperate fully with HRSG in the defense or settlement of such IP Claims; and (iv) Customer shall not settle any IP Claims without HRSG’s written consent, or compromise the defense of any such IP Claims or make any admissions in respect thereto.
24. Mitigation
If (i) HRSG becomes aware of an actual or potential IP Claim, or (ii) Customer provides HRSG with notice of an actual or potential IP Claim, HRSG may (or in the case of an injunction against Customer, shall), at HRSG’s sole option and determination: (a) procure for Customer the right to continue to use the Services; or (b) replace or modify the Services with equivalent or better functionality so that Customer’s use is no longer infringing; or (c) if (a) or (b) are not commercially reasonable, terminate provision of the infringing part of the Services and refund to Customer any pre-paid service fees for any periods after the termination of the infringing part of the Services, less any outstanding moneys owed by Customer to HRSG.
25. Exclusions
The obligations in Sections 23 and 24 do not extend to (i) any IP Claim based upon infringement or alleged infringement of any patent, trademark, copyright or other Intellectual Property Right by the combination of the Services furnished by HRSG with other products, software or services not provided by HRSG; (ii) any IP Claim related to any Customer Data or Third-Party Service, or (iii) any IP Claim related to any use or exercise of any other right in respect to the Services outside the scope of the rights granted in this Agreement and the Order Form.
26. Indemnification by HRSG
Subject to the terms and conditions of this Agreement, Customer shall defend, indemnify and hold HRSG harmless against any and all claims, actions, allegations, damages, losses, liabilities and expenses (of whatever form or nature, including, without limitation, reasonable attorneys’ fees and expenses and all costs of litigation), whether direct or indirect, that HRSG or its affiliates may sustain as a result of any acts, errors or omissions of Customer, its affiliates and its Authorized Users, including but not limited to: (i) breach of any of the provisions of this Agreement; (ii) gross negligence or willful misconduct; (iii) breach of a third party’s Intellectual Property Rights or privacy rights; or (vi) claims arising in connection with Customer Data or Third-Party Services (“Customer Claims”). As conditions for such defense and indemnification by Customer, (a) HRSG shall notify Customer promptly in writing upon becoming aware of all pending Customer Claims; (b) HRSG shall give Customer sole control of the defense and settlement of such Customer Claims; (c) HRSG shall cooperate fully with Customer in the defense or settlement of such Customer Claims; and (d) HRSG shall not settle any Customer Claims without Customer’s written consent, or compromise the defense of any such Customer Claims or make any admissions in respect thereto.
27. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF USD $50,000 OR THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.
28. Exclusion of Consequential andRelated Damages
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
29. Beneficiaries
Every right, exemption from liability, release, defence, immunity and waiver of whatsoever nature applicable to a party under this Agreement shall also be available and shall extend to benefit and to protect such party’s affiliates, subcontractors, agents, licensors, suppliers, directors and/or employees and for such purposes such party is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of such companies and persons in respect to such rights, exemptions, releases, defenses, immunities and waivers.
30. Warranty & Disclaimers
HRSG warrants that the Services will be provided in a workmanlike, professional manner consistent with general industry standards reasonably applicable to the provision thereof and in accordance with the terms of this Agreement and applicable law.
EXCEPT AS PROVIDED IN THIS SECTION 30, THE SERVICES ARE PROVIDED “AS-IS.” NEITHER HRSG NOR ANY OF HRSG’S LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH REGARD TO SUCH SERVICES. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES, HRSG SPECIFICALLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THESERVICES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. HRSG AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE SERVICES: (I) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR, (II) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
31. AI Services; Outputs.
AI Services use machine learning models that generate predictions based on patterns in data. HRSG is constantly working to improve the Services’ integration and reliance on AI Services to make the Services more accurate, reliable, and beneficial. Given the probabilistic nature of machine learning, Customers should evaluate the accuracy of any Output as appropriate for their use case, including by manually reviewing the Output. Customer shall be solely responsible for all decisions made, advice given, actions taken, and failures to take action based on use of or reliance on Outputs. Provider does not represent or warrant to Customer that Outputs generated using the Service: (i) will be accurate or applicable for Customer’s desired use; or (ii) will be unique to Customer.
32. Definition of Confidential Information
As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation, the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Services, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
33. Confidentiality
The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission or as stated within the Order Form.
34. Protection
Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
35. Compelled Disclosure
If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
36. Remedies
If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections in this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
37. Registration Data
You agree (i) to provide certain current, complete, and accurate information about you as prompted to do so by HRSG’s online registration form (“Registration Data”), and (ii) to maintain and update such Registration Data as required to keep such information current, complete and accurate. Registration Data will be processed in accordance with the Privacy Policy.
38. Monitoring
HRSG reserves the right to monitor your access and use of the Services without notification to you to ensure compliance with this Agreement. Monitoring will be limited to monitoring Services access and use. HRSG may record or log your use in a manner as set out in its Privacy Policy that is accessible through the Privacy Policy link at www.hrsg.ca (the “Privacy Policy”).
39. Customer Data
HRSG does not own the Registration Data or any data, information, or other materials that you enter or submit via the Services on behalf of yourself or Authorized Users ("Customer Data"). You alone are responsible for the accuracy, quality, integrity, legality, appropriateness and right to provide HRSG the Customer Data. Your Customer Data will be processed in accordance with the Privacy Policy. Upon expiration or termination of this Agreement (other than termination by HRSG for cause), HRSG will make available to you a file of the Customer Data within 30 days of expiration or termination of this Agreement, provided written request therefor is given by you within 72 hours of expiration or termination of the Agreement. During the term of this Agreement (and for 30 days thereafter), Customer hereby grants to HRSG a non-exclusive, transferrable, royalty-free, paid up license to access, copy, modify, translate, store, reproduce and display the Customer Data for the purpose of (a) providing and improving the Services; and (ii) creating aggregated and anonymized statistical analytics in respect to Services use, (“Aggregated Statistics”), provided that such Aggregated Statistics do not identify Customer or any Authorized Users and are not capable of being reverse engineered to identify an identifiable individual. HRSG shall be the sole owner of all Aggregated Statistics.
40. Privacy and Security
HRSG uses reasonable security and organizational safeguards in providing you with the Services and in accordance with applicable data protection laws. As stated in the Privacy Policy, HRSG reserves the right to modify its terms regarding privacy and security from time to time. HRSG will promptly report to you any unauthorized access to your Customer Data in accordance with applicable laws, and HRSG will use diligent efforts to promptly remedy any security vulnerability that permitted the unauthorized access.
41. Dispute Resolution
The parties hereto shall attempt in good faith to resolve any disagreement, issue, or dispute (hereafter "Dispute") that may arise out of or in connection with this Agreement. If the parties to the Dispute cannot resolve the dispute within ten (10) business days, the parties will attempt to settle it in good faith by mediation. To initiate the mediation, a party must give notice in writing to the other party requesting a mediation. A copy of the request should be sent to ADR Chambers. The mediation will take place in Toronto, Ontario and the language of the mediation will be English. The mediation shall be governed by and construed and take effect in accordance with the substantive law of the Province of Ontario. If the dispute is not settled by mediation within thirty (30) days of commencement of the mediation or within such further period as the parties may agree in writing, the dispute shall be referred to and finally resolved by binding arbitration at ADR Chambers. The arbitration shall be governed by the applicable rules of the Arbitration Act (Ontario), and arbitration proceedings shall take place in Toronto, Ontario before one (1) arbitrator. In the event the parties are unable to agree as to the appointment of an arbitrator for any reason, then such arbitrator shall be selected randomly by ADR Chambers. Each party shall bear its own legal costs in connection with a mediation and/or arbitration under this provision.
42. Idem
Nothing in this Agreement will require mediation or arbitration of any Dispute relating to a breach of a party’s Confidential Information or Intellectual Property Rights.
43. Relationship of the Parties
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
44. No Third-Party Beneficiaries
Except as expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement.
45. Waiver and Cumulative Remedies
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
46. Assignment
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, HRSG may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business, stock or assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
47. Governing Law and Venue
This Agreement shall be interpreted, applied, and construed in accordance with the laws of the Province of Ontario, Canada, and all federal laws enforceable therein, without regard to conflict of laws. The courts of the Province of Ontario, Canada, shall be the exclusive jurisdiction and venue for all legal proceedings arising under this Agreement.
48. Severability
If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as provided above.
49. Force Majeure
HRSG shall not be in default by reason of any failure in performance of this Agreement if such failure arises, directly or indirectly, out of causes beyond HRSG’s reasonable direct control including, without limitation, default by any of HRSG’s subcontractors or suppliers, acts of God or of the public enemy, domestic or foreign governmental acts in either a sovereign or contractual capacity, fire, flood, epidemic, restrictions, strikes, and/or freight embargoes.
50. Export
Customer acknowledges and agrees that the Services may be subject to export and import controls under the regulations of Canada, the United States and other countries, and Customer shall comply with all export and import control regulations of such countries. Customer shall not use the Services for any purposes prohibited by export laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. Customer shall be responsible for procuring all required permissions for any subsequent export, import or use of the Services.
51. Survival
The following sections shall survive termination of this Agreement: 1-3, 5, 8, 10-15, 17-19, and 22-56.
52. Changes to this Agreement
HRSG may update or modify this Agreement from time to time, including any referenced or ancillary documents or policies. If we make material changes to this Agreement, we will notify you by providing thirty (30) days’ prior notice, either via the Services or sending you an email, as appropriate. Any revisions shall become effective thirty (30) days following the date of notice. Notwithstanding the foregoing, if HRSG modifies the Agreement during the term of your Subscription, the modified version will be effective upon your next Renewal Term, support term, or with the purchase of additional services and/or Content as the case may be. For the avoidance of doubt, any Order Form is subject to the version of the Agreement in effect at the time of the Order Form
53. Notices
HRSG may give notice to you by means of (i) a general notice in your account, (ii) by electronic mail to your e-mail address on record in your Registration Data, or (iii) by written communication sent by first class mail or pre-paid post to your address on record in your Registration Data. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to HRSG (such notice shall be deemed given when received by HRSG, which in the case of letters shall be deemed 48 hours from posting and in the case of emails, 1 business day from sending; and in the case of fax, 1 business day from a transmission ‘okay’ receipt) at any time by any of the following: (a) by letter sent by confirmed facsimile to HRSG at the following fax number, 613-745-4019; or (b) by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to HRSG as follows: Human Resources Systems Group, 6 Antares Drive, Phase I, Unit 8, Ottawa, ON, K2E 8A9, in either case, addressed to the attention of the Vice-President of Sales for HRSG. Notices will not be effective unless sent in accordance with the above requirements; or (iii) in the case of day to day communications, by email.
54. Miscellaneous
This Agreement (including any Order Forms), the Privacy Policy, any Data Processing Addendum that may be executed by the parties as contemplated in Clause 41, constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any schedule, exhibit or addendum hereto or any Order Form, the terms of such schedule, exhibit, addendum or Order Form shall prevail. Some or all aspects of the Services may be subject to additional online terms and to the extent of any conflict or inconsistency between such online terms and this Agreement, the online terms shall prevail.
55. Language
It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
56. Counterparts
This Agreement may be executed by facsimile and in counterparts, which taken together shall form one legal instrument.
Last updated: 31st October 2023