Please read all the terms and conditions of this Agreement with HR4 Ltd. (“HR4”) carefully. By clicking “I agree”, or by using the HR4 service or software, or by signing a copy of this Agreement, or by signing an HR4 Order Form or other document referring to this Agreement, you (the “Customer”) agree to be bound by the terms and conditions of this Agreement, even if you have not read them. It is important to read this entire Agreement. In particular, it contains provisions that may limit your rights, such as the section entitled Limitations. 

1. Please read all the terms and conditions of this Agreement with HR4 Ltd. (“HR4”) carefully. By clicking “I agree”, or by using the HR4 service or software, or by signing a copy of this Agreement, or by signing an HR4 Order Form or other document referring to this Agreement, you (the “Customer”) agree to be bound by the terms and conditions of this Agreement, even if you have not read them. It is important to read this entire Agreement. In particular, it contains provisions that may limit your rights, such as the section entitled Limitations. 
2. Service Restrictions: The Customer will not: (a) reproduce, sell, rent, assign, lease, sublicense, distribute, pledge, serve third parties, market or commercially exploit, in any way, except as provided in this Agreement the Services or any component thereof; (b) use the Services to process data for other parties or for any purpose or function whatsoever other than for its own internal use; (c) use the Services except as authorized herein; (d) remove, modify or obscure any copyright, trademark or other proprietary rights notices that appear during use of any Services; or (e) use the Services for activities that are illegal or unethical. 
3. Service Details: Customer will nominate a limited number of individuals as a contact for HR4 to perform the Services. Communications regarding the Services will only be between those contacts and HR4 contacts specified on the applicable Schedule. Either party may change their contacts by giving written notice. 
4. Fees: Customer will pay HR4 the one-time and recurring fees specified in the applicable Schedule or Order Form. All amounts are subject to the payment of all applicable taxes. HR4 may change any fees payable under this Agreement by giving at least 90 days written notice in advance, which will not commence prior to the end of any then current Term. 
   
   Pricing contained in a Schedule may be based on certain assumptions and exclusions. If any assumptions and exclusions set out on a Schedule turn out to be incorrect, HR4 may treat any additional work required as a change request from the Customer. 
   
   One-time and recurring fees are payable on the 1st of the month following the effective date in the Schedule or Order Form which accompanies this Agreement. 
   
   Any payments, or any deposits paid for any Services, are not refundable absent default by HR4. 
   
   At the discretion of HR4, any payment not made when due is subject to interest of two percent (2%) per month compounded monthly (equivalent to a yearly interest rate of 26.86%). Failure by the Customer to pay the invoiced amount within 15 days of the date of invoice may result in immediate suspension of services without notice. 
5. Term and Termination: This Agreement will commence upon execution. The term (“Term”) of the various Services will begin on the date contained in the applicable Schedule or Order Form. Unless stated otherwise in a Schedule, the Term is annual, and can be terminated by the Customer by proving at least 90 days prior notice. HR4 may terminate this Agreement for any reason in its discretion by giving at least 6 months prior notice. 
6. Security: Logon ID’s, passwords or other authentication may be required to access the Services. It is the Customer’s responsibility to protect that information, including without limitation, to use effective passwords that are not easily guessed or discoverable, and not share them with others. The Customer is responsible for all activity carried on under its account.
   
   In the event of any suspected unauthorized use of online Services, or any suspected breach of security, including loss, theft, or unauthorized disclosure of password information, the Customer will notify HR4 immediately. In the event of a breach of security, the Customer will remain liable for any unauthorized use of the online Services until it notifies HR4 of such breach 
7. Change Control: If the Customer desires to make changes to the Services, it will make a written request to HR4. HR4 will provide the Customer with a written response within ten (10) business days; or such longer period as the parties may agree, detailing: (i) if and how the proposed change will be implemented; (ii) any effect it will have on the schedule for the performance of Services; (iii) any effect it will have on the performance of the Services; and (iv) any additional costs required. If the Customer desires to proceed with the change it must provide written authorization to proceed, in which case the change will be deemed to be part of this Agreement. 
8. Ownership: HR4 has no ownership interest in any Customer data that is housed on the Services. Upon termination of the Services, the Customer will have 90 days to obtain its Customer data, after which HR4 will delete it. 
   
   All tools, services, software, resources, material, creative works, data, and information supplied as part of the Services are the property of HR4, or third parties. The Customer may use them as described herein, but (even if they have been created or altered at the Customer’s request) does not otherwise acquire any rights to them, and may not use or disclose them for any other purpose. 
9. Updates: The online Services will be updated by HR4 from time to time at no additional cost to the extent it provides such updates to its customers generally, provided that the Services are not materially downgraded by doing so. Customer suggestions for updates will be considered by HR4 at its discretion. 
10. Support: HR4 will provide support (“Support”) for the Services if and as described in a Schedule. 
11. Default: This Agreement and each Schedule is effective until terminated. 
    
    HR4 may terminate this Agreement (or one or more Schedules at its discretion – leaving this Agreement and other Schedules in force) or suspend the provision of Services, if not cured within 15 days following receipt of notice of default, upon the occurrence of any of the following events: (a) Customer fails to comply with any provision of this Agreement, uses the Services beyond the scope described herein, or fails to pay when due; (b) Customer attempts to assign, sub-license, or otherwise transfer any of its rights under this Agreement without the consent of HR4; or (c) Customer files an assignment in bankruptcy or is or becomes bankrupt and/or insolvent, upon the appointment of a receiver for all or substantially all of the property or assets of the Customer, upon the making of any assignment or attempted assignment for the benefit of creditors or on the institution by Customer of any act or proceeding for the winding up of its business. 
12. Customer Responsibility: The Customer is responsible for all activity conducted using the Services. 
    
    The Customer agrees to respond to requests by HR4 for information or approvals in a timely manner – failure to do so may result in delays for which HR4 is not responsible. The commencement date for the delivery of Services starts when the Customer meets all required terms defined in a Schedule, such as the signing of documents, deposit payments, or the provision of information or approvals. 
13. Service Levels: HR4 will use commercially reasonable efforts to keep online Services operational on a continuous basis, subject to reasonable maintenance requirements and matters beyond HR4’s reasonable control. 
    
    If HR4, in its sole discretion, deems the Customer to be adversely affecting online Service performance, then HR4 may suspend the online Services to the Customer until the problem is rectified. 
14. Job Postings: This section applies to the job posting features of the Services (“Job Advertisements”). HR4 provides this feature through a third party provider (the “Provider”). 
    
    The Customer must ensure that Job Advertisements comply with the terms of use on the Provider’s website. 
    
    Job Advertisements will not contain any third party personal data unless otherwise approved by the Provider in writing and will comply with advertising standards, applicable laws and other regulations. Customer represents that it holds the necessary rights to permit the publication and distribution of Job Advertisements by HR4 and the Provider, and that the use, reproduction, distribution or transmission of Job Advertisements will not violate any applicable laws or any rights of any third parties, including, but not limited to, infringement of any copyright, trademark, or other proprietary right, false advertising, defamation, or any other right of any person or entity. Customer shall indemnify, defend and hold harmless HR4 and the Provider, and their respective officers, directors, agents, affiliates, licensors, successors and assigns (collectively, the “Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expense, and costs (including lawyer’s fees, court costs, damage awards, and settlement amounts) that result from or relate to any claim or allegation against any of the Indemnified Parties arising from (i) Customer’s breach of this section; or (ii) the publication or distribution of any Job Advertisement, or the content contained therein and/or the material to which individuals can link through to Job Advertisements. Customer accepts that HR4 and the Provider acts as a passive conduit for the online distribution and publication of Job Advertisements and has no obligation to screen the content of Job Advertisements. 
15. Warranty: HR4 will use reasonable efforts to enforce any service level and warranty obligations of its suppliers.
    
    HR4 will correct at no additional cost any failure of online Services to function in accordance to written specifications that have been included in a Schedule, provided that the Customer brings such failure to HR4’s attention in writing. 
    
    HR4 may charge the Customer for services provided under this warranty if they are required because the Customer has not used Services in accordance with instructions supplied by HR4. 
    
    HR4 does not warrant that the Services are error free, that it will operate without problems or without interruption, or that it will satisfy the Customer’s expectations. 
    
    The Customer acknowledges that HR4 may provide Services using services and software provided by third parties. Notwithstanding anything else contained in this Agreement, HR4’s, and such third parties, warranties and liabilities for any matters arising from such services and software will not exceed those provided to HR4 from such third parties. 
16. Limitations: All promises made by HR4 are contained in this agreement. No promises implied by law (whether described as warranties, conditions, representations, or otherwise, and whether relating to merchantability, fitness, non-infringement, or otherwise) apply. 
    
    The Customer cannot collect any damages from HR4 for any reason (whether under legal theories of contract, tort, negligence, strict liability, operation of law or otherwise) that are not direct damages or exceed the amount paid by the Customer to HR4 hereunder for the services that the claim arises from for the 12 month period immediately preceding the date the cause of action arose. 
    
    HR4 relies on these limitations when entering this agreement and setting its fees. They are a fundamental and essential part of our arrangement, and apply even if this agreement has failed in its fundamental or essential purpose or been fundamentally breached. 
17. Governing Law: This Agreement will be interpreted in accordance with and governed by the laws of the Province of Ontario, Canada, excluding conflicts of laws provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby submit to the non-exclusive jurisdiction of the courts of Ontario, and the Federal Court of Canada. Any actions against HR4 must be commenced in the courts of Ontario or the Federal Court of Canada. 
18. Dispute Resolution: To resolve disputes which may arise between the parties, any party will notify the other in writing of its intent to escalate to each parties’ President or CEO.
    
    If the issue is not resolved within ten (10) days, then the resolution of the dispute will be referred to a mediator chosen by the parties. If the parties are unable to agree on a mediator, then either party may apply to a judge of the Ontario Court (General Division), and such judge will appoint an independent mediator with relevant experience and sufficient qualifications to provide mediation services to the Parties. 
    
    If the parties are unable to resolve the dispute with the assistance of the mediator, within fifteen (15) days of the appointment thereof, the dispute will be settled by arbitration in accordance with the Arbitrations Act (Ontario). If the Customer does not have a Canadian business establishment, the arbitration will be in accordance with the International Commercial Arbitration Act (Ontario). The award of the arbitration will be final and binding upon the parties hereto, and enforceable in any court of competent jurisdiction. The venue for any arbitration hereunder will be London, Ontario. 
    
    Nothing in this section will defer or interfere with the entitlement of either party to obtain injunctive relief. 
19. Confidential Information: Confidential Information is all information of either party that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, trade secrets, know-how and information relating to technology, business plans, assets, liabilities, prospects, finances, product capabilities or lack thereof, and information about a party’s employees), that is disclosed by a party to the other or that is otherwise learned by the other in the course of its discussions or business dealings with the other, and that has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as proprietary and/or confidential. 
    
    Confidential Information will not include (except for any personally identifiable information about an individual that relevant privacy legislation or policies do not allow to be disclosed): (a) any Confidential Information that is in the public domain at the time of its disclosure or which thereafter enters the public domain through no action of the receiving party, direct or indirect, intentional or unintentional; (b) any Confidential Information which the receiving party can demonstrate was in its possession or known to it prior to its receipt, directly or indirectly, from the other party; (c) any Confidential Information that is disclosed to the receiving party by another party not in violation of the rights of the other party or any other person or entity; (d) any Confidential Information which is either compelled by law or by the order of a court of competent jurisdiction to be disclosed; and (e) any ideas, concepts, know-how, or techniques learned while providing the Services. 
    
    The parties will (i) not use Confidential Information for any purpose other than that contemplated by this Agreement; (ii) not disclose Confidential Information to anyone without the prior written authorization of the disclosing party, during the term of this Agreement or at any time thereafter; (iii) handle, preserve and protect Confidential Information with at least the same degree of care that it affords or would afford to its own Confidential Information, including taking all reasonable efforts to avoid disclosure of such Confidential Information to any third party, at any time; (iv) disclose Confidential Information only to its employees or subcontractors who require such information in order to perform the party’s obligations with the other, and are under confidentiality obligations. 
    
    Notwithstanding the above, HR4 may for promotional purposes (i) identify the Customer as a customer by using its logo and name; and (ii) mention the solution HR4 provided the Customer and the value it provided. When doing so HR4 will not imply anything negative regarding the Customer prior to the solution or as a whole. 
20. Privacy: The parties will treat any personal information in the possession of the other party that they may have access to under this Agreement as required under applicable privacy legislation and each party’s own privacy policy as it exists from time-to-time. Neither party will use or disclose such personal information in any way except pursuant to the other party’s instructions or to the extent necessary to perform this Agreement. HR4 will use security measures adequate to the sensitivity of the personal information to protect personal information. If HR4 subcontracts any part of its obligations hereunder it will obtain contractual obligations similar to this section from the subcontractor. 
21. Non-Solicitation: During the term of this Agreement, and for a period of 12 months thereafter, the Customer will not (directly or indirectly) recruit, hire as an independent contractor, or offer employment to any individual or entity that is then, or has been within the previous 12 months, an employee or subcontractor of HR4. If the Customer breaches this section, the Customer will pay to HR4 as liquidated damages and not as a penalty (the customer acknowledging that the cost and time to HR4 to train and bring a new employee or subcontractor to an efficient level can be significant) an amount equal to the employee’s base annual salary as at the date of termination of employment with HR4, or the annual fees paid by HR4 to the subcontractor as at the date the subcontractor’s services with the Customer commence.] 
22. Prior Agreement: This Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all prior and contemporaneous agreements, purchase orders, understandings, proposals, negotiations, representations or warranties of any kind whether written or oral. No oral or written representation that is not expressly contained in this Agreement is binding on either party. This Agreement cannot be amended or modified, other than by a change made in writing, dated and executed by the parties. 
23. Survival: The provisions of this Agreement pertaining to Confidential Information, privacy, and non-solicitation will survive the termination of this Agreement. Other sections pertaining to rights and obligations which by their nature should survive termination are hereby confirmed to so survive. 
24. Force Majeure: HR4 is not liable for an omission or delay in the execution of its obligations hereunder caused by an event beyond its reasonable control. The time for the performance of the obligation that is so delayed will be extended by a reasonable time, provided that payments will not be delayed. 
25. Notice: All required notices, or notices which may be provided in accordance with this Agreement, will be in writing and will be duly provided for if the notice is remitted to its addressee by courier, mail, or e-mail (provided that notices sent by e-mail are only effective if the recipient confirms receipt by reply email), if to HR4 to the address at the bottom hereof, and if to the Customer to the address set out on the applicable Schedule, or such other address as the party which is to receive the notice indicates to the party providing the notice, in the manner provided for in this section. Every notice delivered in the manner provided for herein will be deemed to have been received: when delivered or by e-mail the first business day after the date received; or the fifth business day following the date of mailing, if sent by mail. 
    
    By signing HR4 Order Form, Customer as identified in Order Form has been entered into agreement as of effective date outlined in Order Form.