EACH PARTY ACKNOWLEDGES THAT IT HAS READ THESE TERMS, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON ACCEPTING THESE TERMS ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.
"Affiliate" means with respect to any legal entity, any other entity who directly or indirectly controls, is controlled by, or is under direct or indirect common control with the first entity
"Confidential Information" means (i) all non-public technical information about a Party’s business, affairs, goods and services, forecasts, technology (including programming and software code), trade secrets, marketing strategies, customer data, financial information and know-how; (ii) materials and documentation comprising or related to a Party’s Intellectual Property; or (iii) any other information which in the circumstances of its disclosure could be viewed by a reasonable person as confidential; in all cases whether oral or written, in electronic format or in any other form or media, and whether or not marked, designated or otherwise identified as "confidential". Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act, omission, or breach of the Terms by the Receiving Party (as defined in Section 7 below); (b) was in the Receiving Party’s lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party (as defined in Section 7 below) or obtained subject to any obligation to keep it confidential; (c) is lawfully disclosed to the Receiving Party by a third party without restrictions on disclosure; or (d) is independently developed by the Receiving Party. Your Confidential Information includes Your Content.
"Content" means any content, data or information that You or User submit or transfer to PurelyHR in conjunction with the Services.
"Intellectual Property" means anything that is or may be protected by any Intellectual Property Rights or any other intangible assets, whether protectable by Intellectual Property Rights or not, including all software, inventions, algorithms, architecture, class libraries, databases, documentation (both printed and electronic), design, industrial design, hardware design, logos, know-how, business methods, utility models, trade secrets, works, performances, trademarks, domain names, and Confidential Information, as applicable.
"Intellectual Property Rights" means all rights protectable by copyright, trademark, patent, industrial design or trade secret and any other intellectual property, moral, industrial or similar property rights in intangible assets recognized under applicable law.
"Personal Data" means any information relating to an identified or identifiable natural person.
"Property Assets" means any and all Services, components of Services, Intellectual Property or any other property made available to You or any User in connection with the Services, whether owned by PurelyHR or licensed to You or to PurelyHR by a third party.
"Services" means any and all PurelyHR’s services and applications which are subscribed to or used by You.
"Taxes" means all national, provincial and municipal, income, franchise, consumption, business, gross receipt, property, sales, use, excise, value-added, goods and services taxes, and all other similar taxes, duties, fees, charges or surcharges, whether now or hereafter enacted, however designated, imposed on or based on the provision, sale or use of the Services.
"Users" means You and any individual to whom You provide access to the Services (or accessing the Services through Your endpoints or using Your credentials), including any account administrators, managers and employees, whether You have authorized it or not.
Subject to and in accordance with the Terms, PurelyHR grants You a limited, non-exclusive, royalty bearing, non-sublicensable, non-transferable, non-assignable, revocable right, to access and use the Services for Your internal business purposes.
You acknowledge and agree that PurelyHR does not control the Content and cannot guarantee the accuracy, integrity or quality of such Content. You are solely responsible for evaluating the accuracy, reliability, completeness and usefulness of any information obtained through use of the Services and the Content uploaded by You or any User.
PurelyHR reserves the right to temporarily limit or suspend the Services from time to time, at its entire discretion, including to perform upgrades to, and maintenance of, the Services.
By using the Services, You warrant that You shall respect the below use restrictions and ensure that Your Users and third-parties will also respect them. In the event that it suspects any breach of this section either by You, Your third-parties or Your Users, PurelyHR may suspend Your access to the Services without advanced notice, in addition to such other remedies as PurelyHR may have:
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.
If You have been issued an account by PurelyHR in connection with Your use of the Services, You and Your Users 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 must notify PurelyHR immediately.
You are responsible for maintaining and updating any operating systems, Internet browsers, anti-virus software, or other software that its Users use to access and use the Services. You acknowledge that the Services may not work properly if its operating systems, Internet browsers and anti-virus software are not up to date.
When using the Services, You shall comply with all applicable laws. When using the Services, You must ensure that Your Users use the Services in compliance with all applicable laws, and that such Users comply with the Terms, when applicable.
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:
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.
You grant PurelyHR the right to use Your company name and logo as a reference and identify You as a PurelyHR Services customer for marketing or promotional purposes, including on our website or blog and in other public or private communications with PurelyHR’s existing or potential customers. If You wish to limit such right at any time, You shall notify PurelyHR at email@example.com. You retain all right, title, and interest in and to such company name and logo.
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 credit 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 Payment Card Industry Data Security Standards known as "PCI DSS" (including CVC or CVV2), administered by the Payment Card Industry Security Standards Council, into any fields in the Services. You assume all responsibility for any Cardholder Data entered into the Services in violation of these Terms.
You agree to pay PurelyHR any fees for the Services You purchase or that are used by You and Your Users (including any overage fees as set forth in Section 4.6 below), in accordance with the pricing and payment terms as indicated in Your PurelyHR portal for such Services. 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 Services, 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 ("Subscription(s)"). 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.
You agree to pay all applicable Taxes related to the Services provided. In the event Taxes must be withheld from any payment to PurelyHR, You will increase the payment to PurelyHR so that the amount received by PurelyHR is the same as it would have been if no Taxes were withheld.
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 as further set forth in Section 10.3, which may result in a loss of Your data associated with that Service.
You acknowledge and agree that PurelyHR or its licensors own all proprietary rights, including Intellectual Property Rights, in and to the Services, the Property Assets, and the documentation related to the Services. You and Your Users shall not, directly or indirectly: (i) use, sell, rent, lease, encumber, host, copy, license, publish, display, distribute, or otherwise transfer or make any Service or Property Assets available to a third-party, except as expressly permitted by PurelyHR or these Terms; (ii) make the Services available on a time share or service bureau basis, or distribute them as part of an "Original Equipment Manufacturing" (OEM) or other similar arrangement; (iii) disclose any Property Assets to a third party; (iv) alter, or permit the alteration of any Property Assets; (v) modify, reprogram, translate, disassemble, decompile, reverse engineer or otherwise attempt to derive source code from any Property Assets; (vi) remove, modify or obscure any copyright, Mark or other proprietary rights notices that appear on any Property Assets; (vii) acquire or seek to acquire any ownership interest in or to any Property Assets; (viii) knowingly take any action that jeopardizes PurelyHR’s or its licensors’ proprietary rights in any Property Asset; (ix) create any derivative works from any software made available as part of the Services or attempt to inspire Yourself from the source code or from the software architecture to develop a competing offering. Except as expressly provided herein, nothing in these Terms shall be interpreted as granting You or any other person or entity, any right, title, or interest in or to the Services or Property Assets or any related documentation. You shall ensure that Users comply at all times with the terms of this Section 5, and more generally these Terms a, and You shall prevent any unauthorized distribution, copying, use or pirating of the Property Assets. You are liable to PurelyHR for any breach of the present Section by You or by any User.
As between the Parties, You retain all right, title and interest in and to the Content. You hereby grant PurelyHR a non-exclusive, royalty-free, worldwide right to use (including to copy, reproduce and display) the Content: (i) as necessary for PurelyHR to perform the Services; and (ii) otherwise in accordance with these Terms. In short, what belongs to You stays Yours.
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.
Except as otherwise permitted by the Terms or as mutually agreed to in writing by the Parties, a Party receiving Confidential Information (the "Receiving Party") shall maintain the confidentiality of all Confidential Information from the Party disclosing the Confidential Information (the "Disclosing Party") and shall not release, disclose, divulge, sell or distribute any Confidential Information, without the prior written consent of the Disclosing Party. The Receiving Party may only use the Disclosing Party’s Confidential Information as necessary to carry out its activities contemplated by the Terms and the Services and for no other purpose. The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own similar confidential information but in no event less than reasonable care (ii) not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms and the Services, (iii) notify the other Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information, and (iv) cooperate with the other Party to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it.
Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, directors, officers, consultants, contractors, and agents (collectively the "Representatives") who are required to have the information in order to carry out the purposes intended under these Terms, provided that it has ensured that such Representatives are required to protect the Confidential Information according to written contracts consistent with the Terms and has accepted responsibility for each Representative’s use of Confidential Information. The Receiving Party is liable to the Disclosing Party of any use of Confidential Information by its Representative.
You may disclose Confidential Information to the Users solely to the extent necessary to carry out the intent of the Terms and provided that such Users are contractually and legally bound to maintain the confidentiality of such Confidential Information on terms at least as restrictive as those of these Terms.
You acknowledge and agree that any breach of the terms of this Section 7 will cause irreparable harm and damage to PurelyHR. You further agree that PurelyHR shall be entitled to injunctive relief to prevent breaches of this Section 7 and to specifically enforce the terms and provisions of this Section 7, in addition to any other remedy to which PurelyHR may be entitled, at law or in equity.
PurelyHR will implement the technical and organizational security measures described in PurelyHR Security Statement available on PurelyHR’s website at https://www.purelyhr.com/security/, and incorporated herein by reference.
PurelyHR may, from time to time and at its sole discretion, by giving You notice, update these Terms or any document forming part of the Agreement. PurelyHR will notify You of any amendments to these Terms by email or by posting the new version on PurelyHR’s website at https://www.purelyhr.com/terms-of-use/, or at another location communicated to You by PurelyHR. Such changes will take effect immediately, unless otherwise indicated by PurelyHR. You can always review the most current version of the Terms and any document forming part of the Terms on PurelyHR’s website at https://www.purelyhr.com/terms-of-use/, or at another location communicated to You by PurelyHR. Your continued use of the Services after PurelyHR posts a new version of the Terms or any document forming part of the Terms will constitute Your acceptance of the updated Terms. If You do not wish to accept the updated Terms, You may terminate the Servicesby giving written notice to PurelyHR without PurelyHR incurring any liability whatsoever. Except as expressly provided herein, no other change shall be binding on the Parties unless in writing and signed by an authorized representative of both Parties.
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. However, You are solely responsible for exporting Your Content in a timely manner. 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 AND AGENTS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED 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.
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 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 Users.
This Agreement is effective as of the day You subscribe to the Services ("Effective Date") and expires on the date of expiration or termination of all Subscriptions on Your account or as otherwise indicated on Your PurelyHR portal.
You can terminate Your Subscription at any time through Your account subscription page on Your PurelyHR portal. 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 60 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 or Your Users 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.
Upon any expiration or termination of the applicable Service, You shall immediately cease any and all use of and access to the Service (including any and all related segment technology) and delete (or, at PurelyHR’s request, return) any and all copies of the documentation, any passwords or access codes and any other PurelyHR Confidential Information. You acknowledge that following termination, You shall have no further access to any Customer Data in the Services, and that PurelyHR may delete any such data as may have been stored by segment at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under these Terms, including termination, will be without prejudice to any other remedies it may have these Terms, by law or otherwise.
The following sections will survive the termination of these Terms: 1, 2, 3, 5, 7, 10, 11 and 12.
You accept that communications from PurelyHR may be electronic. As such, PurelyHR may notify You by email (to any email address registered with PurelyHR) or provide You with information by posting notices on Provider’s website, Portal or to Your Account. You agree to this electronic means of communication and You acknowledge that all contracts, notices, information, and other communications that PurelyHR provides to You electronically are acceptable and effective as notice. Subject to the foregoing and except as otherwise specified herein, all notices, requests, consents, claims, demands and waivers hereunder shall be in writing and shall be deemed to have been given (i) immediately upon personal delivery, (ii) the second (2nd) business day after mailing, (iii) the second (2nd) business day after sending by confirmed facsimile, or (iv) the first (1st) business day after sending by email or, if from PurelyHR to You, upon online posting on Your PurelyHR account.
Notices to PurelyHR that are not sent electronically must be mailed to PurelyHR to at the following address:IRONFLOW TECHNOLOGIES INC.
The Agreement shall be governed and construed in accordance with the laws of the Province of New Brunswick and the laws of Canada applicable in New Brunswick, despite any choice-of-law statute, rule, or precedent that would apply the law of any other jurisdiction. To the extent it may be applicable, the Parties expressly agree to exclude the application of the U.N. Convention on Contracts for the International Sale of Goods (1980) to this Agreement. The Parties hereby attorn to the non-exclusive jurisdiction of the federal and provincial courts in the judicial district of Saint-François, Province of Quebec, Canada. This choice of jurisdiction does not prevent either Party from seeking injunctive relief with respect to a violation, infringement or misappropriation of intellectual property rights or confidentiality obligations in any jurisdiction.
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.
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.