TERMS OF USE AND LICENSE

Welcome to HRdownloads.com, a website and service (the "HRdownloads.com Site" or "Site") provided by HRDOWNLOADS INC. (hereinafter referred to as "we", "us", "our", or "HRdownloads.com"). These Terms of Use, together with our Privacy Policy, represents the complete agreement between you and us regarding your use of the Site. YOU MUST READ AND AGREE TO THESE TERMS AND CONDITIONS BEFORE YOU MAY ACCESS OR VIEW OUR SITE. PLEASE READ THEM CAREFULLY. BY VISITING THE HRdownloads.com SITE, YOU ARE AGREEING TO ITS TERMS.

1. Registration. The registered user features of the Site are available to businesses only and are not to be used for personal consumer use. If you desire to access the registered user features of the Site, you must apply to be a Subscriber of the Site, agree to provide truthful information when requested, and be at least the age of eighteen (18) years or older. Subscription to the Site is void where prohibited. By using and/or viewing this Site, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. You acknowledge that we maintain the right to refuse any application for a Subscription to the Site, temporarily suspend a Subscribers access and use of the Site, and to terminate a Subscription, at any time for any reason or no reason at all.
2. Passwords. Upon being accepted as a Subscriber to the Site, we will provide you with a unique ID and password which allows access to the Site. The ID and password is issued by us in the form of a revocable license and remain our property and constitutes our proprietary information and is our property. IDs and passwords are non- transferable. You must keep your password strictly confidential. You are responsible to maintain the confidentiality of your password and shall be responsible for all uses via your registration and/or login, whether authorized or unauthorized by you. Further, you agree to (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement. Further, you agree not to use the account, username, or password of another Subscriber.
   
   Please remember your password! For security reasons, we will not release passwords for any reason, except as may be specifically required by law or court order. Transfer of any ID or password to another person or entity, or allowing any person or entity other than you to access the Site via such Subscriber's ID and password is strictly prohibited, and is a breach of this Agreement.
3. Content. You agree that all information or data of any kind, whether text, software, code, music or sound, photographs or graphics, video or other materials ("Content"), publicly or privately provided, by you, us, a Subscriber, or any third party, shall be the sole responsibility of the party providing the Content or the party whose Subscriber account is used. The Content on this Site is protected in Canada and in other jurisdictions by the Copyright Act and by virtue of the applicable international treaties. Consequently, the material on this Site may not be copied, reproduced, republished, downloaded, posted, transmitted, distributed or modified, in whole or in part in any form whatsoever, including but not limited to text, audio or video, without our prior written consent. You acknowledge that our Site may expose you to Content that may be objectionable or offensive. We do not warrant or make any representations concerning the accuracy, completeness, likely results, or reliability of the use of the Content on the Site or otherwise relating to such materials or on any sites linked to the Site.
4. Submission of Content by You. You agree that all Content, including all information, material, data, ideas, concepts or other information or materials, publicly or privately provided by you, us, a Subscriber, or any third party, shall be the sole responsibility of the party providing the Content or the party whose Subscriber account is used. We do not warrant or make any representations concerning the accuracy, completeness, likely results, or reliability of the use of the Content on the Site or otherwise relating to such materials or on any Linked sites.
   
   After posting Content to the Site, you shall continue to retain ownership of such Content. You are responsible for all Content that is posted through your account to the Site, and you represent that (a) you own the Content posted through your account on the Site or otherwise have the right to post such Content and grant the license set forth below, (b) you have obtained the consent of any individual or their legal guardian before posting any information about such individual, and (c) the posting of such Content by you on the Site does not violate the privacy rights, publicity rights, copyrights, contract rights or other rights of any person, and is not confidential or proprietary except as may be required under applicable law or pursuant to the Privacy Policy. You agree to pay for all royalties, fees, and any other amounts due to any person by reason of any Content posted through your Account to the Site.
   
   By posting Content to the Site, you grant us a nonexclusive, worldwide, perpetual, royalty-free right and licence (including any moral rights or other necessary rights) to use, display, copy, exploit, adapt, publish, distribute, perform, promote, delete, archive, translate, and prepare compilations and derivative works of the submitted Content, in whole or in part by any means whatsoever, including reproducing, retransmitting or publishing the Content for commercial purposes, and provide your consent to the disclosure of your identity, in accordance with the Privacy Policy. We assume no responsibility for monitoring Content submitted by Subscribers or third party providers. We do not and cannot review all Content posted or uploaded to the Site and are not responsible for such Content, regardless of whether at any time we choose in our sole discretion, to monitor or remove Content on the Site. We have the right (but not obligation), in our sole discretion, to refuse to publish or to remove or block access to any Content provide by you or any other Subscriber or provider, in whole or in part, for any reason, at any time, and without notice.
5. Usage License. A limited non-exclusive license is granted to you to: (a) temporarily download one copy of the Content and HTML code on the Site, and (b) to print and modify the Content for the personal, non-commercial, internal business use of the named Subscriber if they are the business owner, or the employer of the named Subscriber as indicated on the application for Subscription, subject to the restrictions set forth in this Agreement. This license does not include any right of resale of the Site or the Contents or any derivation or translation, in whole or in part. This licence shall automatically terminate if you violate any of the terms or conditions contained in the Terms of Use or the Privacy Policy, and may be terminated by us at any time with or without cause or reason.
6. License on Termination. Upon the termination of this Agreement or the license granted in Section 5, you must destroy all copies of the Content in your possession whether in electronic or printed format. Upon termination, you will be granted the non-exclusive perpetual license to retain any Content that used or integrated for your internal business purpose during the time of the grant of license in Section 5 for archival purposes only.
7. Third Party Goods and Services. The Content on the Site may refer to products and services from various independent third parties, and such reference does not constitute an endorsement by us of any goods, services, business, merchant, or any third party. Representations made regarding information, advice, goods or services provided by third parties are governed by the policies and representations made by these third parties. If you have any questions, complaints, or claims with respect to any goods or services listed on the Site, they should be directed to the appropriate third party provider. You should exercise caution and good sense before providing any personal information to any third party. You should not rely on such third party information in situations where its inaccuracy would cause you to suffer any loss or injury.
   
   You acknowledge and agree that in your dealings with third parties, we are not the seller or provider, and your agreement of purchase for goods or services with such third party is between you and the third party, and not us, and the third party terms and conditions of sale shall apply, and not ours. We assume no responsibility whatsoever for any charges you or any user of your account incurs when making purchases or other transactions in this manner. The responsibility for ensuring compliance with all applicable laws in connection with any such transactions shall be yours and/or the third party's alone. You agree that we shall not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such dealings or transactions.
8. Prohibited Acts. Concerning your use of the Site or any Content, you agree not to knowingly: (a) use any device, software or technique to interfere with or attempt to interfere with the proper working of the Site; (b) provide any Content to the Site or perform any conduct that may be unlawful, illegal, threatening, harmful, abusive, harassing, stalking, tortious, fraudulent, defamatory, libellous, offensive, objectionable, hateful, racially or religiously biased or offensive, pornographic, vulgar or obscene; (c) provide any Content to the Site that contains or results in a virus or other destructive or deleterious programming routine; (d) collect or harvest any data about other Subscribers; (e) other than as expressly permitted herein, publish, perform, distribute, prepare derivative works, copy, reverse engineer, or use the Content, any software contained on the Site, or the HTML pages transmitted by the Site; (f) post or transmit into or on the Site any Content in violation of another party's copyright or intellectual property rights; (g) impersonate or misrepresent yourself, your association with any person or entity, or forge or otherwise seek to conceal or misrepresent the origin of any Content provided by you; (h) take any action which imposes an unreasonable or disproportionately large load on our infrastructure; (i) attempt to decompile or reverse engineer any software contained on the Site; (j) remove any copyright or other proprietary notations from the Site or Content; (k) redeliver any of the Content using "framing", hyperlinks, or other technology without our express written permission; (l) use any robot, spider, other automatic device, or manual process to monitor or copy the web pages of the Site or the Content without our prior expressed written permission; (m) provide or use this Site or any Content or service in any commercial manner, or in any manner that would involve junk mail, spam, chain letters, pyramid schemes, or advertising, promotional materials or any other solicitation of other Subscribers to use goods or services without our prior written consent; (n) use the Site or the Content on or in connection with any other web site, clipping service, or human resources consulting service, or for any purpose other than the internal use of your business as provided herein, without our prior written consent; (o) use any device or technology to provide repeated automated attempts to access password-protected portions of the Site; or, (p) provide any Content that may give rise to our civil or criminal liability or which may constitute or be considered a violation of any local, national or international law, including but not limited to laws relating to copyright, trademark, patent, or trade secrets.
9. Your Communications. There are no facilities provided by the Site for sending or receiving private or confidential electronic communications. All messages and communications performed through or to the Site shall be deemed to be readily accessible to the general public. Do not use the Site for any communication for which the sender intends only the sender and the intended recipient(s) to read. You hereby acknowledge and agree that all messages and communications entered into this Site can and may be read by the operators of the Site, whether or not they are the intended recipient(s). However, we agree to use your messages and communications in accordance with our Privacy Policy applicable to personally identifiable user data. You acknowledge that we have the right, but no obligation, to monitor the Site and to disclose any information necessary to operate the Site, to protect us, third parties, and our customers, and to comply with legal obligations or governmental requests.
   
   By accessing and using the Site, or by sending us email, you are communicating to us electronically. You hereby consent to the exchange of information and documents between you and us over the Internet, by email, or other electronic means. We will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
10. Solicitation of Subscribers. You may not engage in direct advertising to, or solicitation of, other Subscribers to buy or sell any products or services. Although we cannot monitor the conduct of our Subscribers off the Site, it is also a violation of these rules to use any information obtained from the Site in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Subscriber without their prior explicit consent.
11. Subscriber Disputes. We do not control the Content provided by other Subscribers or Content providers that are made available on or through our Site. You may find other Subscriber's or providers Content to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and safety when using our Site. You are solely responsible for your interactions with other Site Subscribers or Content providers. In the event that you have a dispute with one or more Subscribers or those who have posted, viewed, or used Content on the Site, you release us, including our officers, directors, agents, subsidiaries and employees, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We reserve the right, but have no obligation, to monitor disputes between you and other Subscribers.
12. Compliance with Law. You agree to comply with all governmental laws, statutes, ordinances, and regulations (including unfair competition, anti-discrimination or false advertising) regarding your use of the Site, and agree that you are responsible for compliance with any applicable local laws.
13. Compliance with Rules or Guidelines. By using this Site, you will be subject to any rules or guidelines applicable to the Site, and such rules and guidelines shall be incorporated by reference into these Terms of Use. Please see our Privacy Policy, which is incorporated into these Terms of Use by reference. You may view our privacy policy here.
14. Discontinuation of Service. You agree that we exclusively reserve the right and may, at any time and without notice and any liability to you, modify or discontinue this Site and its Content and services or delete any Content, including the Content you provide, whether temporarily or permanently. We shall have no responsibility or liability for the timeliness, deletion, failure to store, inaccuracy, or improper delivery of any Content.
15. Disclaimer of Warranty. In addition to any other disclaimers provided in this Agreement: (a) Content - We, and all providers of Content to the Site, make no representation or warranty about the suitability of the Content. This Site, and access to any linked-site, is provided to you by us and all providers of Content to the Site on an "as is", "with all faults" and "as available" basis, with no representations or warranties of any kind, either expressed or implied, including, but not limited to the implied warranties or conditions of merchantability, fitness for a particular purpose, accuracy, and non-infringement. You hereby disclaim all warranties by us relating to your use of the Site and the Content. (b) Access - We make no representation or warranty that your access to the Site will not be free of interruptions, or that the Content appearing on the Site will not contain bugs, errors, technical, typographical, photographic, and factual inaccuracies, problems or other limitations, or that the Site will be continuously available. We have no responsibility for the performance of the general Internet, your Internet Service Provider (ISP) or any element of the hardware or software you use to access the Site. We have no responsibility for supplying you with computer equipment or communications connections necessary to access the Site. You are solely responsible for these items. You acknowledge that [i] the internet is a network of computers worldwide, and that any Content submitted by you to us is necessarily routed via third party computers to us, and [ii] HRdownloads.com is not responsible for lapses in online security and does not assume liability for improper use of your Content by a third party. (c) Links - We have not reviewed all of the sites hyperlinked to or from the Site ("Link" or "Linked") and you acknowledge and agree that we are not responsible for [i] the availability or accuracy of such Linked web site; or [ii] the information, content, products, or services on or available from such Linked web site. The inclusion of any Link on the Site does not imply endorsement by us in any manner of the Linked web site. Use of any such Linked web site is at your own risk.
16. LIMITATIONS. In no event shall HRdownloads.com, its suppliers, or any providers of Content to the Site be liable or responsible for any direct, indirect, incidental, consequential (including , without limitation, damages from loss of data, loss of business, lost profits, litigation, or due to business interruption), special, exemplary, punitive or other damages, under any legal theory, arising out of or in any way relating to the Site, your use of the Site, use of any Links, or the Content, even if advised of the possibility of such damages. Your sole remedy for dissatisfaction with the site and/or Content is to cease all of your use of the Site. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. Notwithstanding anything to the contrary contained herein, our liability to you or any third party for any cause whatsoever and regardless of the form of the action, will at all times be limited to the greater of the amount paid, if any, by you to us for access to the Site as a Subscriber during the three (3) months preceding the event in issue, or One Hundred ($100.00) Dollars in Canadian funds. This limitation of liability is an essential part of the bargain under this Agreement.
17. Indemnity. You agree to indemnify and hold us, our subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including legal fees and disbursements on a substantial basis, made by any third party due to or arising out of your use of the Site in violation of this Agreement and/or arising from a breach of these Terms of Use and/or any breach of your representations and warranties set forth above. You agree to indemnify and hold harmless, us, the applicable websites, their respective officers, directors, managers, members, agents and employees from any against any claims, losses, liabilities or expenses (including reasonable attorneys' and legal fees) arising out of your breach of any term, condition or promise contained herein.
18. Notices. Notices by us to you may be given by means of electronic messages through the Site, by a general posting on the Site, or by conventional mail. Notices by you may be given by electronic messages or conventional mail, unless otherwise specified in this Agreement. Notices given to us shall be addressed as follows:
    
    

    Postal address:

    HRDownloads Inc. 562 Wellington Street London, Ontario Canada   N6A 3R5

    
    Notices to you via email shall be to the email address you provide to us during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us during the registration process. In such case, notice shall be given 3 days after the date of mailing.
19. Site Terms of Use Modifications. These Terms of Use, along with the integral Privacy Policy, sets forth the full and complete understanding between you and us with respect to its subject matter, and supersedes all prior understandings or agreements, whether written or verbal. We may revise these Terms of Use for the Site, including changing, adding any fees or surcharges payable under this Agreement, at any time without notice, by posting the revised terms on the Site. Bookmark this page and check it frequently as it is up to you to refer to this page for any amendments/changes to the original Agreement. If any modification to the Agreement is unacceptable to you, you are entitled to terminate this Agreement and your Subscription, as provided in Section 2 above. By accessing and using this Site you are agreeing to be bound by the then currently posted version of these Terms of Use.
20. Reservation of Rights. We reserve all of our rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that we may have in our Site, the Content, and the goods and services that may be provided by us. The use of our rights and property requires our prior written consent. We are not providing you with any implied or express licenses or rights by making services available to you and you will have no rights to make any commercial uses of the Site or our services without our prior written consent.
21. Notification of Copyright Infringement. If you believe that your property has been used in any way that would be considered copyright infringement or a violation of your intellectual property rights, our copyright agent may be contacted at info@hrdownloads.com.
22. Arbitration and Actions. Except where prohibited by applicable law, any controversy, claim or dispute arising out of or relating to these Terms of Use, your use of the Site, or the relationship which results from these Terms of Use, including without limitation, the performance, breach, enforcement, existence or validity of the matters provided for in these terms and conditions which cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a "Claim"), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in London, Ontario in English and governed by Ontario law pursuant to the Arbitration Act 1991, (Ontario), as amended, replaced or re-enacted from time to time. The arbitrator shall be a person who is independent of either party. Any such Claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim, controversy or dispute of any other party. Except where prohibited by applicable law, you agree to waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you also agree to opt out of any class proceedings against us. Notwithstanding the foregoing, we reserve the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief through the courts.
23. Applicable Law. You agree that this Terms of Use and any dispute arising out of your use of this web site or our products or services shall be governed by and construed in accordance with laws of the Province of Ontario, without regard to its conflict of law provisions. By registering or using this Site you consent and submit to the exclusive jurisdiction of the courts in the City of London, in the Province of Ontario.
    
    We make no representation that Content on the Site is appropriate or available for use in locations other than Canada, or in the case of Subscriber provided Content, for any jurisdiction, unless specifically noted in writing that the laws of another jurisdiction apply to such Content. If you choose to access this Site from other locations, you do so on your own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access and use of this Site is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including without limitation this paragraph.
24. Miscellaneous. (a) If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect; (b) Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. References to us shall include our subsidiaries, affiliates, officers, agents, and other partners and employees. (c) The failure of either party to assert any right under this Terms of Use shall not be considered a waiver of any that party's right and that right will remain in full force and effect; (d) You agree that this Agreement and all incorporated Agreements may be assigned by us, in our sole discretion, to a third party, and we shall be relieved of any further obligation, and you may not assign your obligations; (e) this Agreement does not create any agency, partnership, joint venture, employment or franchise relationship; and (f) unless contrary to law or otherwise stated, each provision of this Agreement shall survive termination.
25. Conflict. In the event of any conflicts between the Terms of Use and the Privacy Policy, the provisions of the Privacy Policy shall control.
26. Subscription Period & Renewal – All HR Downloads Inc. membership products are sold on a one-year subscription basis. Prior to the end of the one year subscription period, HR Downloads Inc. will contact the subscriber to inquire if they would like to renew their membership. HR Downloads Inc. does not / will not Auto-Renew any subscriptions, products or services sold. We leave this decision strictly up to the client and will only send renewal invoices upon request.