Terms of Service
These Terms govern your access to and use of the HRandME platform and services.
Important Notice
These Terms of Service, together with any applicable order form or subscription agreement, form a legally binding agreement between you and HRandME Inc. If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity.
1. Access to and Use of the Service
No Right to Continued Availability. You acknowledge that access to the Service is not a property right and is provided subject to the Customer Agreement and these Terms.
1.1 Subscription and License
Subject to these Terms and any applicable Order Form, HRandME grants you a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service solely for your internal business purposes, in accordance with the documentation, user guides, and policies made available by HRandME ("Documentation").
1.2 Affiliates
Your affiliates may use the Service provided that (a) such use is for your internal business purposes, and (b) you remain fully responsible for all acts and omissions of your affiliates under these Terms. "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.
1.3 Accounts and Administrative Users
You must designate at least one administrative user. You are responsible for maintaining accurate account information and for all activity occurring under your account. Credentials may not be shared. You must promptly notify HRandME of any unauthorized access or security incident.
1.4 Authorized Users
Only your employees, contractors, or other individuals expressly authorized by you ("Authorized Users") may access the Service. You are responsible for ensuring Authorized Users comply with these Terms.
1.5 Availability, Support, and Service Levels
The availability of the Service, support obligations, uptime commitments, response times, and any service level agreements ("SLAs") are governed solely by the applicable written agreement or Order Form entered into between you and HRandME (the "Customer Agreement"). To the extent any SLA or support term is referenced outside of a Customer Agreement, such reference is informational only and non-binding.
In the event of any conflict between these Terms and a Customer Agreement regarding service levels, support, availability, or remedies, the Customer Agreement will control.
1.6 Updates and Modifications
We may modify, update, or enhance the Service from time to time. We may suspend access where reasonably necessary for security, maintenance, or legal compliance.
1.7 Third-Party Services
The Service may integrate with or enable access to third-party products or services. HRandME does not control and is not responsible for third-party services, their availability, security, functionality, or compliance with law. Your use of third-party services is solely at your own risk and governed by separate terms between you and the third party. HRandME disclaims all liability arising from third-party services, integrations, or data exchanges.
2. Data, Privacy, and Security
No Sensitive Data Obligation. Unless expressly agreed in writing, the Service is not intended to store or process protected health information, highly sensitive personal data, or regulated data subject to sector-specific laws.
2.1 Customer Content
You retain ownership of all data, content, and information submitted to the Service ("Customer Content"). You grant HRandME a worldwide, royalty-free license to host, process, transmit, and display Customer Content solely as necessary to provide the Service.
2.2 Responsibility for Customer Content
You represent and warrant that you have all rights, lawful bases, notices, and consents required to collect, use, disclose, and transfer Customer Content (including employee and candidate personal data) to HRandME and to process such data using the Service. You remain the data controller or equivalent under applicable law and are solely responsible for compliance with employment, labor, and privacy laws.
2.3 Privacy and Data Protection
Each party will comply with applicable data protection and privacy laws, including, as applicable, Canadian federal and provincial privacy laws (including PIPEDA), the GDPR, UK GDPR, and other applicable international privacy regulations. HRandME's processing of personal data is governed by its Privacy Policy and Data Processing Addendum (if applicable), which are incorporated by reference.
2.4 Information Security
HRandME maintains administrative, technical, and organizational safeguards designed to protect Customer Content against unauthorized access, disclosure, or loss. Learn more about our security practices.
2.5 Aggregated and Anonymized Data
HRandME may generate and use aggregated and anonymized data derived from use of the Service for analytics, benchmarking, and service improvement, provided such data does not identify you or any individual.
3. Ownership and Intellectual Property
No Implied Licenses. Except as expressly stated, no licenses or rights are granted by implication, estoppel, or otherwise.
3.1 HRandME Property
The Service, Documentation, and all related intellectual property rights are and remain the exclusive property of HRandME and its licensors. No rights are granted except as expressly stated in these Terms.
3.2 Feedback
You grant HRandME a perpetual, irrevocable, royalty-free license to use any feedback or suggestions you provide regarding the Service.
4. Term, Termination, and Suspension
4.1 Term
The term of your right to access and use the Service is governed exclusively by the applicable Customer Agreement.
4.2 Termination and Suspension
Any rights relating to termination, non-renewal, suspension of access, refunds, or wind-down of the Service are governed solely by the Customer Agreement. These Terms do not independently grant either party termination rights except as expressly required by applicable law.
4.3 Effect of Termination
Upon termination or expiration as governed by the Customer Agreement, your access to the Service will cease in accordance with that agreement.
4.4 Data Return and Deletion
Customer Content return, retention, and deletion obligations are governed by the Customer Agreement and HRandME's data retention policies, subject to applicable law.
5. Customer Responsibilities and Restrictions
Acceptable Use. HRandME may suspend or restrict access to the Service without liability if your use poses a security, legal, or reputational risk to HRandME or its customers.
You will not (and will not permit others to):
- Use the Service in violation of applicable law
- Reverse engineer, copy, or create derivative works of the Service
- Provide access to unauthorized users
- Use the Service to build or benchmark a competing product
- Upload malicious code or unlawful, infringing, or discriminatory content
You acknowledge that HRandME does not make employment, compensation, or human resources decisions and is not responsible for actions you take based on information provided by the Service.
6. Fees, Billing, and Taxes
All fees, billing terms, payment schedules, credits, refunds, price changes, late payment remedies, and tax treatment are governed exclusively by the applicable Customer Agreement. In the event of any inconsistency between these Terms and a Customer Agreement relating to fees or payment obligations, the Customer Agreement will prevail.
7. Warranties and Disclaimers
High-Risk Use Disclaimer. The Service is not designed for mission-critical, life-safety, or emergency use, and HRandME disclaims liability arising from such use.
7.1 Mutual Warranties
Each party represents that it has authority to enter into these Terms.
7.2 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HRANDME DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
HRANDME DOES NOT PROVIDE LEGAL, TAX, OR EMPLOYMENT ADVICE.
8. Indemnification
Scope Clarification. Indemnification obligations are subject to the limitations and exclusions set forth in the Customer Agreement and applicable law.
8.1 By HRandME
HRandME will indemnify you against third-party claims alleging that the Service infringes intellectual property rights, subject to customary exclusions.
8.2 By You
You will indemnify HRandME against claims arising from your Customer Content, use of the Service in violation of these Terms, or your employment-related decisions.
9. Limitation of Liability
Essential Basis. The limitations in this section form an essential basis of the bargain between the parties and apply even if a remedy fails of its essential purpose.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
EACH PARTY'S TOTAL LIABILITY WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO HRANDME IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
10. Governing Law and Dispute Resolution
Exclusive Forum. To the maximum extent permitted by law, any disputes must be brought exclusively in the courts of Ontario, Canada.
10.1 Governing Law
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.
10.2 Venue
Subject to applicable law, the courts located in Ontario, Canada will have exclusive jurisdiction. Nothing prevents HRandME from seeking injunctive relief in any jurisdiction.
11. General
11.1 Assignment
Neither party may assign these Terms without consent, except in connection with a merger or sale of substantially all assets.
11.2 Force Majeure
Neither party is liable for failure to perform due to events beyond reasonable control.
11.3 Severability
If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable.
11.4 Entire Agreement
These Terms and all Order Forms constitute the entire agreement between the parties.
11.5 Order of Precedence
In the event of a conflict between these Terms and any Customer Agreement, Order Form, statement of work, or other written agreement executed between you and HRandME, the terms of the Customer Agreement will control.
11.6 Amendments
HRandME may update these Terms from time to time with notice. Updated Terms will not retroactively modify any executed Customer Agreement unless expressly agreed in writing by both parties.
Questions About Our Terms?
Our team is here to help clarify any questions you may have about our Terms of Service.