Thanks for using PurelyHR’s products, services, websites, and apps which are branded as "PurelyHR" (“Services”).
You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.
If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.
You agree to pay PurelyHR any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select through your account settings page. If you have elected to pay the fees by credit card, you represent and warrant that the credit card information you provide is correct and you will promptly notify PurelyHR of any changes to such information.
PurelyHR will not give refunds for unused time, you are responsible for any charges already incurred. If you decide to cancel your subscription, you will have full access until the end of your current billing period. We won’t charge you for the following billing period, unless you change your mind and come back!
Our Services are billed on a subscription basis (“Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account subscription page, or by contacting our customer success team. While we will be sad to see you go, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.
Unless otherwise stated, you are responsible for any taxes (other than PurelyHR’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay PurelyHR for the Services without any reduction for Taxes. If PurelyHR is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide PurelyHR with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged. If you are required by law to withhold any Taxes from your payments to PurelyHR, you must provide PurelyHR with an official tax receipt or other appropriate documentation to support such payments.
PurelyHR may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. PurelyHR will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.
Unless otherwise stated, any overage fees incurred by you will be billed in arrears. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service.
PurelyHR will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including the PurelyHR privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by PurelyHR); (b) was lawfully known to PurelyHR before receiving it from you; (c) is received by PurelyHR from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by PurelyHR without reference to your Content. PurelyHR may disclose your Content when required by law or legal process, but only after PurelyHR, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
PurelyHR will store and process your Content in a manner consistent with industry security standards. PurelyHR has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of your Content and to mitigate the risk of unauthorized access to or use of your Content.
You retain ownership of all of your intellectual property rights in your Content. PurelyHR does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms. In short, what belongs to you stays yours.
PurelyHR may identify you (by name and logo) as a PurelyHR Services customer on our website and on other promotional materials. Any goodwill arising from the use of your name and logo will inure to your benefit.
The content, organization, graphics, design, compilation, magnetic translation, digital conversion, software, services and other matters related to the Services are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) rights. The copying, redistribution or publication by you of any part of the Services is strictly prohibited. You do not acquire ownership rights to any Content (other than your Content), document, software, services or other materials viewed at or through our Services.
All trademarks, service marks and trade names of PurelyHR used in our Services are trademarks or registered trademarks of PurelyHR.
You acknowledge that, in order to ensure compliance with legal obligations, PurelyHR may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, PurelyHR otherwise has no obligation to monitor or review any content submitted to the Services.
In an attempt to provide increased value to our visitors, PurelyHR may link to websites operated by third parties. However, PurelyHR does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
If you have been issued an account by PurelyHR in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not PurelyHR, are responsible for any activity occurring in your account (other than activity that PurelyHR is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify PurelyHR immediately. Accounts may not be shared and may only be used by one individual per account.
PurelyHR occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.
You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, PurelyHR will not be liable for any failure to store, or for loss or corruption of, your Content.
PurelyHR may assign you a customer success manager (“CSM”). The CSM may review your use of the Services and your Content to help you to more effectively use the Services.
If you are an individual, you may only use the Services if you have the power to form a contract with PurelyHR. If you do not have the power to form a contract, you may not use the Services. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms.
“Minors” are individuals under the age of 13 (or under a higher age if permitted by the laws of their residence). None of the Services are intended for use by Minors. If you are a Minor, you may not use the Services. By using the Services, you represent and warrant that you are not a Minor.
You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.
You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
Unless authorized by PurelyHR in writing, you may not probe, scan, or test the vulnerability of any PurelyHR system or network.
Unless authorized by PurelyHR in writing, you may not use any manual or automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.
Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.
You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. PurelyHR will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to PurelyHR.
You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
Unless authorized by PurelyHR in writing, you may not resell or lease the Services.
If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless PurelyHR has agreed with you otherwise. You may not use the Services in a way that would subject PurelyHR to those industry-specific regulations without obtaining PurelyHR’s prior written agreement.
You may not register accounts by “bots” or other automated methods.
PurelyHR is responsible for the security of Cardholder Data that is collected, transmitted, stored, or processed by us on your behalf. “Cardholder Data” is defined as a cardholder’s primary account number, and where a full unmasked card number is present, any of the cardholder name, expiration date, and/or service code. PurelyHR has developed strict security features to protect Cardholder Data, and as such this data may only be used in anticipated ways and stored in appropriate places. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE PROHIBITED FROM COLLECTING OR ENTERING CARDHOLDER DATA INTO ANY FORM OR DATA ENTRY FIELDS IN THE SERVICES, EXCEPT INTO THOSE FIELDS INTENDED SOLELY FOR THAT PURPOSE. Appropriate fields are clearly marked with labels such as ‘Card number’ or by having a credit card icon precede them. Similarly, excluding payment forms, you must never collect or enter any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2) into any fields in the Services. You assume all responsibility for any Cardholder Data entered into the Services in violation of these terms.
You can terminate your Subscription at any time through your account subscription page. Such termination will result in the deactivation or disablement of your account and access to it, and the deletion of Content you collected through use of the Services. Terminations are confirmed immediately and you will not be charged again for that Subscription unless you purchase a new one. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating these Terms for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; or (b) a refund is required by law.
PurelyHR may terminate your Subscription at the end of a billing cycle by providing at least 30 days’ prior written notice to you. PurelyHR may terminate your Subscription for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle. PurelyHR may suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after PurelyHR has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date. Additionally, PurelyHR may limit, suspend, or terminate the Services to you: (i) if you fail to comply with these Terms, (ii) if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services; or (iii) if we are investigating suspected misconduct by you. Also, if we limit, suspend, or terminate the Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where PurelyHR may decide that we need to take immediate action without notice. PurelyHR will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. PurelyHR has no obligation to retain your Content upon termination of the applicable Service.
If PurelyHR stops providing the Services to you because you repeatedly or egregiously breach these Terms, PurelyHR may take measures to prevent the further use of the Services by you, including blocking your IP address.
PurelyHR may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the PurelyHR website. If an amendment is material, as determined in PurelyHR’s sole discretion, PurelyHR will notify you by email. Notice of amendments may also be posted to PurelyHR’s blog or upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require PurelyHR to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.
PurelyHR constantly changes and improves the Services. PurelyHR may add, alter, or remove functionality from a Service at any time without prior notice. PurelyHR may also limit, suspend, or discontinue a Service at its discretion. If PurelyHR discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. PurelyHR may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
While it is in PurelyHR’s interest to provide you with a great experience when using the Services, there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND PurelyHR DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, PurelyHR, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF PurelyHR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF PurelyHR, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU TO PurelyHR FOR USE OF THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY; AND (B) US$200.00.
We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
If you are a business, you will indemnify and hold harmless PurelyHR and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.
Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, Ironflow Technologies Inc.
For any Service provided by Ironflow Technologies Inc., the following provisions will apply to any terms governing that Service:
You may not assign these Terms without PurelyHR’s prior written consent, which may be withheld in PurelyHR’s sole discretion. PurelyHR may assign these Terms at any time without notice to you.
These Terms constitute the entire agreement between you and PurelyHR, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
The relationship between you and PurelyHR is that of independent contractors, and not legal partners, employees, or agents of each other.
The use of the terms "includes", "including", "such as", and similar terms, will be deemed not to limit what else might be included.
A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
To the extent any conflict exists, these Terms shall take precedence
If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.
There are no third party beneficiaries to these Terms.
The following sections will survive the termination of these Terms: 1, 2, 3.2, 10, 12, 13, and 14.
These Terms are prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.
If you are located in one of the following locations, the terms thereunder apply.
These additional terms will apply to you from May 25, 2018, where you are a customer of PurelyHR and are operating as a “data controller” (as that term is defined in the GDPR) in your use of the Services.
The terms "personal data", "data subject", "processing", and "processor" shall have the meanings given to those terms respectively in the GDPR.
By requesting the Services and agreeing to these Terms and the PurelyHR privacy policies, you are providing us with instructions to process any personal data collected by you through the Service, on your behalf.
You shall ensure and hereby warrant and represent that you are entitled to transfer personal data to PurelyHR so that PurelyHR may lawfully process and transfer the personal data in accordance with these Terms. You shall ensure that relevant data subjects have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection laws and have sole responsibility for the accuracy, quality and legality of personal data processed by PurelyHR in the provision of the Services.
Where PurelyHR is processing personal data on your behalf, it will:
(a) only do so on your documented instructions and in accordance with applicable law, including with regard to transfers of personal data to a third country or an international organization, and the parties agree that these terms and the PurelyHR privacy policies constitute such documented instructions;
(b) ensure that all PurelyHR personnel involved in the processing of personal data have committed themselves to confidentiality;
(c) where applicable to you and where it is technically feasible, make available information necessary for you to demonstrate compliance with your obligations under Article 28 of the GDPR, where such information is held by PurelyHR and is not otherwise available to you through your account and user areas or on PurelyHR websites, provided that you provide PurelyHR with at least 14 days’ written notice of such an information request;
(d) promptly notify you of all requests received directly from a data subject in respect of that data subject's personal data submitted through the Services;
(e) upon deletion by you, not retain personal data from within your account other than in order to comply with applicable laws and regulations and as may otherwise be kept in routine backup copies made for disaster recovery and business continuity purposes (which are also deleted no later than 1 month after data is deleted from an account); and
(f) to the extent reasonably able, assist you as reasonably required (at your expense) where you wish to conduct a data protection impact assessment involving the Services.
PurelyHR uses trusted partners in facilitating certain elements of our Services (“sub-processors”). By agreeing to these Terms, you provide a general authorization to PurelyHR to engage onward sub-processors, subject to compliance with the requirements set out here. If you wish to receive a list of sub-processors who handle personal data for PurelyHR please contact us. If you object to a particular sub-processor, who we cannot disassociate from your Services, your sole remedy will be to terminate your subscription relating to the Services that cannot be reasonably provided without the objected-to new sub-processor. Such termination will be without a right of refund for any fees prepaid by you for the period following termination.
PurelyHR will be liable for the acts and omissions of its sub-processors to the same extent PurelyHR would be liable if performing the services of each of those sub-processors directly under these Terms, except as otherwise set forth in these Terms and PurelyHR ensures that all sub-processors on the sub-processor list are bound by contractual terms that are in all material respects no less onerous than those contained in these Terms.
PurelyHR has, taking into account the state of the art, cost of implementation and the nature, scope, context and purposes of the Services and the level of risk, implemented appropriate technical and organizational measures to ensure a level of security appropriate to the risk of unauthorized or unlawful processing, accidental loss of and/or damage to your personal data and as specified in our Security Statement which is incorporated by reference into these Terms. At reasonable intervals, PurelyHR tests and evaluates the effectiveness of these technical and organizational measures for ensuring the security of the processing.
If PurelyHR becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data (“Security Incident”), PurelyHR will take reasonable steps to notify you without undue delay, but in any event within 72 hours of becoming aware of the Security Incident. PurelyHR will also reasonably cooperate with you with respect to any investigations relating to a Security Incident with preparing any required notices, and provide any other information reasonably requested by you in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by PurelyHR.
You will allow one month for PurelyHR to respond to any audit request which you make. No person/party conducting an audit on your behalf, shall be, or shall act on behalf of, a competitor of PurelyHR (“Auditor”). You will only be entitled to conduct an audit once per year (during the course of a 12 month subscription) unless otherwise legally compelled or required by a regulator with established authority over you to perform or facilitate the performance of more than 1 audit in that same year (in which circumstances you and PurelyHR will, in advance of any such audits, agree upon a reasonable reimbursement rate for PurelyHR’s audit expenses). The scope of an audit will be as follows (unless you are compelled by a regulator with authority over the processing activities involving the Services to vary this format for audit):
(a) PurelyHR agrees, subject to any appropriate and reasonable confidentiality restrictions, to provide evidence of any certifications and compliance standards it maintains and will, on request, make available to you an executive summary of PurelyHR’s (or PurelyHR affiliate’s) most recent external vulnerability scan.
(b) The scope of the external vulnerability scans provided will be limited to PurelyHR systems, processes, and documentation relevant to the processing and protection of personal data undertaken for the Services obtained by you, and Auditor will conduct audits subject to any appropriate and reasonable confidentiality restrictions requested by PurelyHR.
(c) You will promptly notify and provide PurelyHR with full details regarding any perceived non-compliance or security concerns discovered during the course of an audit.
The parties agree that, except as otherwise required by order or other binding decree of a regulator with authority over you, this section sets out the entire scope of your audit rights as against PurelyHR.
The parties’ respective aggregate liability whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any and all claims arising out of or in connection with this Section EU1 shall be as set out in these terms, unless otherwise agreed in writing.