If you are entering into this Agreement not as an individual but on behalf of your company, then “You” or “Customer” means your company and you are binding your company to this Agreement. Your acceptance of these terms represents that you have the authority to bind your company to these terms. Where you are entering into this agreement on behalf of a company or other legal entity and your Subscription allows for access by authorized employees or contractors, you may accept this Agreement on behalf of all such employees and contractors provided (i) you have authority to do so and to bind each of them to the terms and conditions of this license; (ii) you agree to manage access to this site and to restrict access only to employees and contractors authorized to do so under the terms of your Subscription; and (iii) you hereby represent and warrant that all employees and contractors granted access to this site are aware of these terms and conditions and have agreed to comply fully therewith as a condition of access and use.

Scope of this Agreement

1. Scope of this Agreement

This Agreement governs your initial purchase as well as any future purchases made by you that reference this Agreement (the “Services”). This Agreement includes the Privacy Policy (as defined below), Order Forms, and other referenced documents. The parties to this Agreement are you and the owner of this https://secure.competencycore.com/ website, HRSG. If you are not acting on behalf of yourself as an individual, then "you", "your" and "yourself", “Client” or “Customer” means your company or organization and persons authorized by your Subscription to access the site. All references to "we", "us", "our", "this website" or "this site" shall be construed to mean this https://secure.competencycore.com/ website business and HRSG.

Order Forms and Subscription Services

2. Order Forms

The product Order Forms, whether electronic or in writing, (the “Order Form”) will specify the authorized scope of use for the site and any applicable service, product, add-on, support, maintenance, and Content. Order Forms include any renewals and additional purchases you make to upgrade your Subscription.

3. Subscription Services

Subscription services include on-line access to and use of all licensed CompetencyCore™ Content, on the HRSG host site (hereafter "Content"), as well as any other related services as specified on your Order 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.

Term and Termination

4. Subscription Term

The duration of your Subscription shall be specified at the time of registration ("Initial Term") on the Order. Unless otherwise stated on the Order, after expiration of the Initial Term, your Subscription will automatically renew for successive one (1) year terms (each a “Renewal Term”) on the terms and conditions current as of the date of renewal, unless you provide HRSG with written notice at least sixty (60) days prior to the expiration date of your current Term that you do not wish to renew. Renewal fees are subject to an increase of up to 5% for each Renewal Term. UNLESS YOUR SUBSCRIPTION IS RENEWED AND YOU PAY THE REQUIRED FEES, CONTINUED USE OF THIS SITE OR ANY CONTENT, PRINTED, REPRODUCED OR OTHERWISE COPIED AS TEMPLATES OR OTHERWISE 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. The foregoing prohibition on use of Content following Termination will not apply to permitted uses under a perpetual license to Content for which you have paid the applicable fees.

5. Termination

You may not terminate this Agreement during the Initial Term or during any Renewal Term except as provided below in the event of a material breach; however, you may terminate this agreement at the end of the Initial Term or at the end of any Renewal Term by providing written notice to HRSG not less than sixty (60) days before the end of your current Term.

Notwithstanding anything in this Agreement to the contrary, either party may terminate 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, the non-breaching party may then suspend for as long as the breach continues or terminate this Agreement as a result of such breach. In the event of termination due to a material breach by HRSG, HRSG shall, within thirty (30) days of termination, refund to Customer on a pro rata basis fees paid for by Customer that are assessed on an annual or other temporal basis. In addition, either party may terminate 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.

You agree that HRSG may terminate your account and access to this site and its Content 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 site or Content, or (ii) requests by law enforcement or other government agencies. Termination of your account includes removal of access to this site and all Content, and deletion of your login data, password, and all related information. Further, you agree that all terminations 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 your account or access to this site or its Content.

Grant of Rights

6. Grant of Rights

You may access and use this Site and Content only for your own internal purposes, subject to the Terms and Conditions herein and any additional terms in the applicable Order Form, including the following restrictions:

1. All rights not expressly granted herein are reserved by HRSG and its licensors, as applicable.
2. Each Authorized User (as defined below) will be granted his or her own individual access code and password. However, the maximum number of users that can access the site and its Content 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.
3. You agree not to access (or attempt to access) this site by any means other than through the 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) this site 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 this site.
4. You are not authorized to (i) grant access to any of the Content to any unlicensed person 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 on this site to any unauthorized persons; (iv) permit any unlicensed person to copy or use any of the Content, except as expressly authorized herein; (v) make derivative works based on the Content or any of the other Services on the site, except as expressly authorized herein; (vi) except for linking to this site's home page, create Internet links to the site, its Content, or any related services; (vii) "frame" or "mirror" any HRSG website, the Services or the Content on any other server or Internet-enabled device; or (viii) access the Content for the purposes of building a competitive product.

Rights Upon Termination

7. 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 in accordance with such terms as outlined in the Order Form.

8. 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 the Content created by Customer or its affiliates, and (ii) any Content that Customer or its affiliates have incorporated into their own materials or processes for internal use in the normal course of business. Customer may export files containing all Customer Data (as that term is defined below) within thirty (30) days after Termination through the Customer’s account.

9. Modification

Notwithstanding anything in this Agreement to the contrary, if Customer purchases a perpetual license, Customer and its affiliates may modify the Content, in its sole discretion, and may continue to utilize the Content after Termination. To the extent such modifications constitute a derivative work based on the 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 Content will not create an ownership interest by Customer, and HRSG will continue to own the Content and derivative works based on the Content.

Authorized Users

10. Authorized Users

Depending on the Subscription indicated on your Order Form, only the individuals specified in your Order Form and 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 by you and your Authorized Users must be within the scope of use specified in your Order Form and applicable ancillary documents.

Restrictions for Content

11. 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 or Content in any way that infringes the intellectual property rights or proprietary interests of HRSG or any third party. Your use of the Content and 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 Content or Services to compete with HRSG.

Your Account-Related Responsibilities

12. Your Account-Related Responsibilities

You are responsible for all activity occurring under your User accounts 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 site or its Content, this License 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.

Subscription Fees

13. Subscription Fees

HRSG will provide a quote for an agreed number of licenses to you, your company or organization in advance of your Subscription. Upon receipt of acceptance, HRSG will provide you, your company or organization with access 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 on the Order Form. If payment is made by approved credit card and for any reason HRSG is unable to charge your credit card with the full amount of the fees, or if HRSG is charged back for any fee previously charged to your credit card, you agree that HRSG may pursue all available remedies to pursue payment, including without limitation, suspension or termination of your account and rights to all access to this site and its Content.

Ownership and Intellectual Property Rights

14. Ownership and Intellectual Property Rights

1. HRSG is the exclusive owner of the site, the Services and the Content, and of all suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to this site, the Services, or any of the Content, and of all intellectual property rights therein (including without limitation copyright). This License is not a sale and does not convey to you any rights of ownership, or any intellectual property rights in this site or in or to any of its Content. HRSG’s name, logo, and product/services names associated with this site and its Content are proprietary trademarks of HRSG (and of HRSG’s licensors where applicable), and no right or license is granted to use them except as expressly set out herein.
2. “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.
3. All right, title, and interest in derivative works, enhancements, extensions, and modifications of or related to the Content or 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.

Publicity Rights

15. 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.

Support and Maintenance

16. Support and Maintenance

HRSG will provide support and maintenance services for the Services, the Content, and this site, during the term of the subscription. Support and maintenance for the Services, the Content, and this site, includes access to new releases of the Services and the Content, if and when available during the term of your Subscription.

17. Advisory and Training Services

HRSG will provide the advisory services and training services specified on your Order Form (the “Advisory and Training Services”) and for which you have paid the applicable Advisory and Training Services fees. Advisory and Training Services must be used within the term of your Subscription. For the avoidance of doubt, any advisory and training services not used within the term of your Subscription will expire at the end of such term.

18. Service Level Agreement

HRSG will provide the Subscription Services to you at the service levels specified in your Order Form and in accordance with the applicable Service Level Agreement

Indemnification

19. 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 by a third party alleging that the Services or the Content infringes or misappropriates any patent, trademark, trade secret, copyright or any other 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.

20. 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 Services and Content and refund to Customer any pre-paid service fees for any periods after the termination of the Services and Content, less any outstanding moneys owed by Customer to HRSG.

21. Exclusions

The obligations in Sections 19 and 20 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 (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.

22. Indemnification by Customer

Subject to the terms and conditions of this Agreement, Customer shall, at its own expense, defend HRSG, its Affiliates and its and their directors, officers, employees and agents (the “HRSG Indemnitees”) in any action, suit or proceeding brought by a third party against any of the HRSG Indemnitees alleging that (i) the Customer Data, or Customer’s use of the Services and Content in violation of this Agreement, infringes or misappropriates the intellectual property or other rights of, or has otherwise harmed, a third party; or Customer’s use of the Services or Content violates any applicable laws (“Customer Claims”) and (ii) shall indemnify and hold the HRSG Indemnitees harmless from and against any settlement amounts agreed in writing by Customer and/or any losses, damages, expenses or costs (including but not limited to reasonable attorneys’ fees) awarded to such third party against any of the HRSG Indemnitees by a court or tribunal of competent jurisdiction in any such Customer Claim. 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.

Limitation of Liability

23. 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 $50,000 OR THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

24. Exclusion of Consequential and Related Damages

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, 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.

25. 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.

Warranty Disclaimer and Limitation of Liability

26. Warranty & Disclaimers

HRSG warrants that the Services will be provided in a workmanlike, professional manner by qualified workers experienced in performing the Services specified and the Services will be provided in material conformity to their specifications and in accordance with the terms of this Agreement and applicable law.

EXCEPT AS PROVIDED IN THIS SECTION 26, THE SERVICES, CONTENT, AND/OR PRODUCTS ARE PROVIDED “AS-IS.” NEITHER HRSG NOR ANY OF HRSG’S LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH REGARD TO SUCH SERVICES, CONTENT AND/ OR PRODUCTS. EXCEPT AS MAY BE PROVIDED IN ANY SEPARATE WRITTEN AGREEMENT SIGNED BY THE PARTIES OR SEPARATE AGREEMENT ORIGINATING FROM THIS SITE, HRSG SPECIFICALLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, RELATING TO THIS SITE OR ANY OF ITS SERVICES, CONTENT AND/OR PRODUCTS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. THIS SITE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THIS SITE, ITS SERVICES, CONTENT AND/OR PRODUCTS: (I) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (III) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. NO PURCHASE OR USE OF THE SERVICES, CONTENT OR OTHER PRODUCTS OFFERED BY OR ON THIS SITE IS AUTHORIZED EXCEPT UNDER THESE DISCLAIMERS.

Confidentiality

27. 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 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.

28. 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.

29. 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).

30. 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.

31. 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.

Data, Security, and Privacy

32. Transfer of Personal Information Outside your Country of Residence

Any Personal Information (as defined within the Privacy Policy) which HRSG may collect on this site may be stored and processed in HRSG’s servers located in Canada or in any other country in which HRSG, or its affiliates, subsidiaries, or agents maintain facilities. You consent to any such transfer of Personal Information outside your country of residence to any such location.

33. Registration Data

Registration is required for you to establish an account at this site. 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. Solely to enable HRSG to use information you supply to HRSG internally, so that HRSG is not violating any rights you might have in that information, you grant to HRSG a non-exclusive license to (i) convert such information into digital format such that it can be read, utilized and displayed by HRSG’s computers or any other technology currently in existence or hereafter developed capable of utilizing digital information, and (ii) combine the information with other content provided by HRSG in each case by any method or means or in any medium.

34. Monitoring

HRSG reserves the right to monitor your access and use of this website without notification to you in Order Form to ensure compliance with this Agreement. Monitoring will be limited to monitoring access and use. HRSG will not monitor user information or content and is in no way responsible therefor. 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”).

35. Customer Data

HRSG does not own nor is HRSG responsible for any data, information, or other material that you enter or submit to the site during use of HRSG’s Services on behalf of the Customer or Customer’s end users ("Customer Data"). You alone are responsible for the accuracy, quality, integrity, legality, appropriateness and right to use the Customer Data. HRSG is not responsible or liable for storage, correction, deletion, destruction, damage, loss, or failure to store any Customer Data. Upon expiration or termination of this License (other than for cause), HRSG will make available to you a file of the Customer Data within 30 days of expiration or termination of this License, provided written request therefor is given by you within 72 hours of expiration or termination of the License. Notwithstanding the foregoing, during the Term, Customer hereby grants to HRSG a non-exclusive, non-transferrable license to access, copy, modify, translate, store, reproduce and display the Customer Data for the purpose of (a) providing the Services; and (ii) creating aggregated and anonymized statistical analytics in respect to Content and Services use, (“Aggregated Statistics”), provided that such Aggregated Statistics do not identify Customer or any of its end users and are not capable of being reverse engineered to identify Customer or any of its end users. HRSG shall be the owner of all Aggregated Statistics.

36. Privacy and Security

HRSG uses reasonable security and organizational safeguards in providing you with the Services and in accordance with applicable data protection laws. You may access, read, and print HRSG’s policies regarding privacy and security through the Privacy Policy link at www.hrsg.ca. As stated in the Privacy Policy, HRSG reserves the right to modify its terms regarding privacy and security from time to time. Provided HRSG complies with the security policies specified in the Privacy Policy, HRSG will not, under any circumstances, be held responsible or liable for situations where information or transmissions are accessed by third parties through illegal or illicit means or through the exploitation of security vulnerabilities in HRSG’s site and network. HRSG will promptly report to you any unauthorized access to your information upon discovery, and HRSG will use diligent efforts to promptly remedy any security vulnerability that permitted the unauthorized access. If notification to persons affected by the unauthorized access is required, you agree to be solely responsible for any and all such notifications at your expense.

37. Processing of Personal Data

Where data protection legislation applies to the processing of Customer Data located in the European Economic Area (EEA), the United Kingdom or Switzerland, the Customer acknowledges and agrees that Customer is responsible for notifying HRSG and Customer shall enter into HRSG’s standard Data Processing Addendum, a copy of which is available upon request from HRSG. The terms and conditions of HRSG’s standard Data Processing Addendum will be incorporated by reference into this Agreement as of the date such Data Processing Addendum is executed by both parties.

Dispute Resolution

38. Dispute Resolution

The parties hereto shall attempt in good faith to resolve any disagreement, issue, or dispute (hereafter "Dispute") that may arise between them by negotiation, initially at the operating level. If the parties to the Dispute are unable to resolve the Dispute through negotiation at the operational level, the parties to the Dispute shall escalate the Dispute to their respective executive level management for attempted resolution.

39. Mediation

In the event any Dispute between the parties relating to the interpretation, application or implementation of any provision(s) of this Agreement, or any matter deriving therefrom cannot be resolved without third party intervention, either party may require that the Dispute be referred for mediation by giving the other parties written "Notice of Mediation". If the parties are unable to agree on a mediator to mediate the Dispute within five (5) business days of delivery of the "Notice of Mediation" by the requesting party to the others or are unable to agree on the rules that will govern the mediation within ten (10) days thereafter, either party may submit the Dispute to the ADR Institute of Canada (the “ADR Institute”) for mediation under the rules of the ADR Institute.

40. Arbitration

In the event the Dispute cannot be resolved through mediation within twenty (20) business days of a mediator being selected or appointed to mediate the Dispute, the parties may agree that the remaining Dispute shall be arbitrated and finally resolved pursuant to the National Arbitration Rules of the ADR Institute in accordance with the provisions of the Arbitration Act (S.O. 1991, c.17, as amended). Either party may initiate arbitration by giving "Notice of Arbitration" in writing no later than ten (10) business days following the twenty (20) business day period specified herein to the other party to the Dispute and to the ADR Institute. Unless otherwise agreed in writing, the following provisions shall apply to any arbitration hereunder:

1. The arbitration shall be conducted by a single arbitrator in the City of Ottawa;
2. If the parties to the Dispute are unable to agree on the identity of the single arbitrator within five (5) Business Days of the Notice of Arbitration, the party giving Notice of Arbitration shall request a recommended roster of qualified arbitrators from the ADR Institute. If in the unlikely event the parties to the Dispute cannot agree on a single arbitrator from the roster recommended by the Institute, either party may apply to the Ontario Superior Court within five (5) business days for appointment of an independent, qualified arbitrator to arbitrate the Dispute;
3. The parties to the Dispute shall have ten (10) business days after receiving written confirmation of arbitration proceedings from the Institute in which to agree in writing on any specific rules, procedures or time frames to govern the arbitration, including whether the decision of the arbitrator and any award thereunder shall be final and binding, failing which the arbitration shall proceed in accordance with the National Arbitration Rules of the ADR Institute;
4. The decision of the arbitrator shall be final and binding. No appeal therefrom shall be taken except on a pure question of law; and
5. Costs shall be in the sole discretion of the arbitrator.

41. Idem

Nothing in this Agreement will require mediation or arbitration of any Dispute relating to a breach of confidentiality or intellectual property rights. Nothing herein will prevent either party from applying to a court of competent jurisdiction or other competent authority for interim protection, or from electing to initiate legal proceedings in the appropriate court after unsuccessful mediation efforts rather than proceeding to arbitration.

General Terms

42. 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.

43. No Third-Party Beneficiaries

Except as expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement.

44. 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.

45. 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.

46. 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.

47. 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.

48. 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.

49. 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.

50. Survival

Those clauses the survival of which are necessary for the interpretation or enforcement of this Agreement shall continue in full force and effect in accordance with their terms notwithstanding the expiration or termination hereof, such clauses to include, without limitation, the following: Ownership and Intellectual Property Rights, Restrictions for Content, Warranty Disclaimer and Limitation of Liability, Privacy and Security, Confidentiality, Notices, Dispute Resolution, Governing Law and Venue, Severability, Force Majeure, and Miscellaneous.

51. Changes to this Agreement

HRSG may update or modify this Agreement from time to time, including any referenced or ancillary documents or policies. If a revision meaningfully reduces your rights, HRSG will use reasonable efforts to notify you. 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.

52. 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 II, Suite 100, Ottawa, Canada, 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.

53. Anti-Bribery and Anti-Corruption

HRSG represents, warrants and covenants that, with respect to the subject matter hereof, (i) it has not offered, promised, made or authorized to be made, or provided any bribe or undue payment to any officer, employee, director, agent of the Customer or to any government appointed official; nor has it (ii) or promised any payment in violation of any international anti-corruption laws including any applicable local laws or any other applicable anti-corruption laws.

HRSG further represents, warrants and covenants that it will abstain from, and will cause its affiliates, or employees to abstain from offering, promising or making, with respect to this Agreement, any contribution, thing of value or gift, or any other type of undue payment to, or for the private use of, directly or indirectly, to (i) any officer, director, employee, affiliate of the Customer or any government appointed official; (ii) any political party, an official of a political party or any person running for public office; (iii) any public international organization; (iv) any third party that has a commercial relationship with the Customer; or (v) any intermediary who may act as a front man for any of the persons and entities mentioned in (i) through (iv) above, for the purpose of influencing or inducing any act or decision to secure an improper advantage in connection with, or in any way relating to any government authorization or approval involving the Customer, or the obtaining or retention of business by the Company.

Notwithstanding anything to the contrary stated in this Agreement, any misrepresentation or violation of this clause will be deemed to be a material breach of this Agreement which in turn shall give the Customer the right to terminate this Agreement. Termination for such a breach shall not be deemed to be the exclusive remedy of the Customer but shall be in addition to all other remedies available to the Customer.

54. Miscellaneous

These Enterprise Terms of Service, the Privacy Policy, any Data Processing Addendum that may be executed by the parties as contemplated in Clause 37, the Order Form, and any legal notices posted on the website from time to time (collectively the "Customer Agreement") constitute the entire understanding of the parties with respect to this Agreement and merge all prior communications, representations, and agreements. If any provision of these Enterprise Terms of Service is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. You are responsible for complying with all local laws in your jurisdiction which might impact your right to use this site, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this agreement enforceable.

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.