PLEASE READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH HUMI SOFT INC. and HUMMINGBIRD LAWYERS LLP (hereinafter "H&H") CAREFULLY. BY CLICKING "I Agree", YOU (hereinafter “You” or “Client”) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. You acknowledge and agree that by accessing or using the Services or by downloading any of the documents, you are indicating that you have read, understand, and agree to be bound by and comply with these Terms. If you do not agree to these Terms, then you must stop accessing or using the Services.
Intellectual Property: The Services, documents, and any other material provided by H&H are owned by H&H and its affiliates, partners, and/or suppliers and may contain trade names, trademarks, or copyrights of H&H or others. You may print, distribute or otherwise make use of the documents for your own internal use only, and you may not repurpose, redistribute or resell any of the Services or documents in any manner.
Express Limitations: While H&H uses reasonable efforts to maintain the accuracy and integrity of the Services, it does not warrant the completeness, timeliness or accuracy of any information contained within the documents or the Services, and may make changes thereto at any time in its sole discretion without notice. All information and Services provided by H&H is provided to the Client on an "as is", and "as available" basis and at the sole risk of the Client. H&H’s human resources information and recommendations are based on HR best practices and should not be construed as legal advice nor is it intended to replace the role of legal counsel.
You are responsible for your use of the Services, and without limitation, you are responsible for your use, alterations and implementation of any documents provided as part of the Services. The documents and Services are intended to supply general information only, and are not specific to any particular business entity, workplace, environment or HR needs. Specific advice may be obtained by contacting H&H, its legal partner(s), or through the Client’s legal counsel.
The Client agrees to hold H&H, its affiliates, and their respective directors, officers, partners, suppliers and employees harmless from any and all claims, lawsuits, settlements, judgments, costs, penalties, and expenses, including legal fees and expenses resulting from, or arising out of or in connection with any function of H&H under this Agreement, unless it is determined that the liability therefore was the direct consequence of criminal conduct, or fraud on the part of H&H, its affiliates, and their respective directors, officers, partners, suppliers or employees.
H&H’s liability, and the liability of its affiliates, their respective directors, officers, partners, suppliers and employees, if any, arising out of or in any way related to this Agreement or the performance of its duties and obligations hereunder, whether based in contract, tort, negligence or any other legal basis, shall for all purposes in total be limited to direct damages in an amount not to exceed the equivalent of the amount paid by you to H&H hereunder for any goods or services from which the claim arose. No action, regardless of form, arising out of or relating to this Agreement may be brought by the Client more than one (1) year after the cause of action has accrued. In no event shall H&H or its affiliates, and their respective directors, officers, partners, suppliers and employees have any liability at any time for any loss of profits, loss of business revenue, failure to realize expected savings, or for any indirect, special, or consequential damages, even if advised of the possibility of such damages. H&H relies on these limitations when entering into this Agreement and setting its fees for the Services. They are a fundamental and essential part of the Agreement and shall survive the termination of this Agreement for any reason.
All representations and warranties made by H&H, its affiliates, partners and suppliers are contained within this Agreement. No promises implied by law (whether described as warranties, conditions, representations, or otherwise, and whether relating to merchantability, fitness, non-infringement, or otherwise) apply. This Agreement constitutes the entire agreement between the parties with respect to the Services and supersedes all prior agreements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or oral.
Governing Law: This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the province of Ontario and the federal laws of Canada applicable therein. Each of the parties hereby irrevocably submits to the jurisdiction of the courts in Ontario.
Severability: If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision shall not affect the legality, validity or enforceability of the remaining provisions of this Agreement.