TERMS OF USE

PLEASE READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH HR Downloads Inc. (herein "HRdownloads") CAREFULLY. BY CLICKING "I Agree," OR BY USING THE HRdownloads WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, EVEN IF YOU HAVE NOT READ THEM. IT IS IMPORTANT TO READ THIS ENTIRE AGREEMENT. IN PARTICULAR, IT CONTAINS PROVISIONS THAT MAY LIMIT YOUR RIGHTS, SUCH AS THE SECTIONS ENTITLED “LIMITATIONS” AND “SALE DETAILS.”

Services and Memberships: HRdownloads provides various products and services ("Services"), including, without limitation, HR Fundamentals™, Survey Architect,

Live HR Advice, Online Employee Training, Policy Manual Wizard, Job Description Generator, HR Complete™, HRdrive™, and consulting services that include policy manual audits, custom training, and survey analysis. Access to all Services requires a membership. Limited Services can be accessed through a free, time-limited ‘trial’ membership. These Terms of Use apply to all users, including those using HRdownloads' Services on a 'trial' basis, or through any partnership, distribution, or association arrangement.

All HRdownloads member Services are provided for a minimum twelve (12) month term basis. Prior to the end of the term, HRdownloads will contact the member to inquire if they would like to renew their paid membership. HRdownloads does not auto-renew any of its Services, unless authorized by the customer.

Customer: HRdownloads memberships are for use by business entities, academic institutions, or other employer organizations. A customer account can only be set-up under the legal name of the employer entity (which may include a sole proprietor). Individual members are set-up as "users" under the main membership customer, being the business or organization. The number of users depends on the selected services. Individual users must all be employees and/or owners of the business or organization, unless HRdownloads chooses to make an exception.

HRdownloads reserves the right to provide buying groups and Franchise operations, where memberships are intended to be used by non-head or corporate office, with a customized membership/user structure and pricing.

Intellectual Property: Copyright © 2019 HR Downloads Inc. All rights reserved. The contents of this site, the Services, and any other material provided by HRdownloads are owned by and copyrighted by HRdownloads and its suppliers and may contain trademarks of HRdownloads or others. You may print, copy, or save documents for internal customer use only; however, you may not repurpose, redistribute, or resell in any way. Note that printing, copying, or saving documents does not extend to HRdownloads Online Employee Training service. HRdownloads Online Employee Training is solely to be used via the HRdownloads software platform and the service or course content therein cannot be repurposed, modified, or disseminated orally or via the HRdownloads platform either internally or to a third party at any time without the express written consent of HRdownloads. Using HRdownloads’ Services and products does not give any customer, member or their employees, ownership of any intellectual property rights in such Services or products whatsoever.

Unauthorized use beyond that contained in the previous paragraph may violate copyright, trademark, and other laws. HRdownloads reserves the right to revoke membership privileges should a member violate these Terms of Use in addition to and not in substitution for any other remedies HRdownloads may have at law or in equity.

HRdownloads accepts no liability for the intended use of, or misuse of any Services provided.

HRDownloads Services: HRdownloads’ HRdrive, Online Employee Training, and Survey

Architect are solely to be used by members of this service(s), online, as intended. Online Employee Training courses may only be assigned to members' employees and/or individuals who perform work with, for, or under that member. At no time can Online Employee Training content, including but not limited to copy, text, images, audio, and design be modified, repurposed, redistributed or resold, whether for profit or not. It is the responsibility of members of HRdownloads Services to ensure that "Trainees" or "Employees" using the Services do not violate these Terms of Use and are made aware of these terms and conditions.

The email functionality of HRdownloads HRdrive, Online Employee Training, and Survey Architect, or any other HRdownloads services, cannot be used to distribute Commercial

Electronic Messages (as such term is defined for purposes of Canada’s Anti-Spam Legislation), or any other messages regulated by anti-spam legislation of any other jurisdiction, whatsoever. This includes, but is not limited to, encouraging recipients to engage or participate in a commercial activity regardless of existing or non-existing business relationships, and/or regardless of having obtained express or implied consent. HRdownloads’ Online Employee Training and Survey Architect email use must solely be used as intended, including but not limited to: assigning documents for electronic employee approval, sending deadline reminders for assigned content, course assignment, course tracking, course completion, changing of settings, obtaining employee/customer feedback etc., and cannot contain any solicitation for services or products. HRdownloads is neither liable nor responsible for any misuse or violation of the inherent purpose of its HRdrive, Online Employee Training, and Survey Architect, and reserves the right to revoke membership privileges without a refund should a member use the service for any means other than its intended use, or use contrary to Canada's Anti-Spam Legislation, in addition to any other remedy available to HRdownloads at law or in equity.

Login IDs and Passwords: Access to HRdownloads’ Services and its platforms (including the HRdrive, "Trainee," or "Employee" facing Online Employee Training platform) require a login ID and password. Upon being accepted as a member, HRdownloads will provide a unique ID and password which allows access. It is the responsibility of members and/or users to protect that information, including without limitation, to use effective passwords that are not easily guessed or discoverable, and keep login IDs and passwords confidential. Members and/or users are responsible for any activity that occurs under their login ID. Members and/or users who discover any compromise of login IDs and/or passwords, or suspected unauthorized use of the site using their identity, must change their password and immediately report the suspected misuse to HRdownloads, including sharing of user names and passwords.

Limitations: While HRdownloads uses reasonable efforts to maintain this site and all of its other Services in an up-to-date fashion, to the extent permitted by law, it excludes and does not represent or warrant the completeness, fitness, timeliness, or accuracy of any information contained on this site, or any of its Services, for any purpose whatsoever, whether in English or French, and may make changes thereto at any time in its sole discretion without notice. All information and Services provided by HRdownloads, whether in English or French, is provided to members and/or users "as is," "with all faults," "as available," and at the sole risk of members and/or users. Our human resources information, including Live HR Advice recommendations, are based on seasoned, best practice field experience and should not be construed as legal advice.

HRdownloads does not guarantee 100% replication of English language content in French language. For all the content on HRdownloads’ website, the English language version is the official and original copy. HRdownloads' online services provided in French are not guaranteed to be an exact duplicate or replication of the English content, or vice versa. Language has various subtleties which cannot be entirely captured, and content may be different and/or lacking per the language selected based on considerations beyond mere replication.

Members and/or users are responsible for how they use the Services, whether in English or French, and without limitation, members and/or users are responsible for how they use, alter, and implement any documents provided as part of the Services. The HRdownloads website and its affiliated platforms are intended to supply general information only, and not specific human resources or other advice particular to one business entity or environment. All members and users are encouraged to consult their own legal advisors with respect to information obtained from HRdownloads and the application of such information to their specific situation.

HRdownloads’ Services may require significant bandwidth or data usage. Members and/or users are responsible for all charges incurred from their ISP or mobile network service provider in accessing, downloading, or using HRdownloads’ Services.

All promises made by HRdownloads are contained in 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.

You cannot collect any damages whatsoever, including, without limitation, direct, indirect, consequential, exemplary or punitive, from HRdownloads for any reason (whether under legal theories of contract, tort, negligence, strict liability, operation of law or otherwise) or that exceed the amount paid by you to HRdownloads hereunder for any products or Services that the claim arises from.

HRdownloads relies on these limitations when entering this agreement and setting its fees. They are a fundamental and essential part of our arrangement, and apply even if this agreement has failed in its fundamental or essential purpose, or has been fundamentally breached.

Governing Law: This site is governed by the laws of the Province of Ontario, Canada, excluding any conflicts of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any legal action against HRdownloads shall take place in the courts of the Province of Ontario. The parties attorn to the nonexclusive jurisdiction of the courts of Ontario.

Links: You may link to the HRdownloads website; however, you may not place full or partial pages within frames on your site.

Any third party sites that are linked to the HRdownloads website are not under HRdownloads' control. HRdownloads is not responsible for anything on the linked sites, including, without limitation, any content, links to other sites, any changes to those sites, or any policies those sites may contain. HRdownloads provides links as a convenience only and such links do not imply any endorsement by HRdownloads of those sites.

HRdownloads offers potential marketing partnerships to qualified parties who wish to link to, upload, or reference HRdownloads' content, including marketing related materials, videos, collateral, and/or documentation of any kind. Permission must be obtained prior to linking to or referencing HRdownloads' content.

Privacy: Please see our Privacy Policy. The "contact us" email feature on the HRdownloads website is like any email service, and is not a secure facility. We discourage you from using it to send sensitive or private information.

Confidential Information: Confidential Information is all information provided to HRdownloads that is not generally known to the public, whether of a technical, business, or other nature (including, without limitation, any employee information, business plans, finances, identity and number of your employees, or contractors and their backgrounds or knowledge), whether or not identified as being proprietary and/or confidential, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as proprietary and/or confidential.

Confidential Information shall not include (except for any personally identifiable information about an individual that relevant privacy legislation or policies do not allow to be disclosed): (a) any Confidential Information that is in the public domain at the time of its disclosure or which thereafter enters the public domain through no action of HRdownloads, direct or indirect, intentional or unintentional; (b) any Confidential

Information which HRdownloads can demonstrate was in its possession or known to it prior to its receipt, directly or indirectly, from you; (c) any Confidential Information that is disclosed to HRdownloads by another party not in violation of the rights of the other party or any other person or entity; (d) any Confidential Information which is either compelled by law or by the order of a court of competent jurisdiction to be disclosed; and (e) any Confidential Information that HRdownloads has anonymized and aggregated for statistical purposes.

HRdownloads shall (i) not use Confidential Information for any purpose other than providing its Services to you; (ii) not disclose Confidential Information to anyone without your prior written authorization; (iii) handle, preserve, and protect Confidential Information with at least the same degree of care that it affords its own Confidential Information; (iv) disclose Confidential Information only to its employees or subcontractors who require such information in order to perform the Services, and are under confidentiality obligations.

Phone Support: To gain access to HRdownloads Services or to obtain customer support, you understand that you may be required to speak with a company representative by phone and that all calls between HRdownloads' staff members and members and/or users, are recorded for quality assurance purposes. To protect the integrity of the account, HRdownloads services and privileges are provided only to the person/user name on the account and as such a validation may be required prior to consultation with an HRdownloads representative.

HRdownloads does not accept as customers competitive market players who offer any of the same or similar services as HRdownloads, including Online employee files, document delivery and electronic employee sign-off, Employee/Customer Surveys, Online Employee Training, instructor-led training, HR advice, HR advisory, HR consulting, HR policy development, HR tools, templates, and guides of any kind.

However, HRdownloads may offer a partnership or an affiliate program to those whom HRdownloads decides to qualify.

Resale and distribution of HRdownloads content or Services: At no time whatsoever shall any customer, member or their employees resell, distribute, or make available to a non-member on any basis any HRdownloads products or Services without prior written permission from HRdownloads.

Sale Details: HRdownloads tries to provide accurate information on its website, through its Services and affiliated platforms, but errors may occur. HRdownloads reserves the right to change the products and Services available and prices without any notice or liability. HRdownloads cannot guarantee products or Services advertised on the site and/or its affiliated platforms will be available when ordered or thereafter. HRdownloads reserves the right at any time to reject, correct, cancel, or terminate any sale for any reason whatsoever. If you order products or Services for which the price was incorrectly displayed, HRdownloads will provide you with an opportunity to place an order at the correct price. If you order products or Services that are not available, HRdownloads will notify you by email and/or by telephone. HRdownloads reserves the right to limit quantities sold. Nothing on the site is an offer to sell. Your properly completed and delivered quote approval is your offer to purchase the products or Services contained in your order. Your purchase is deemed accepted only if and when HRdownloads sends an order acceptance to your email address.

Cancellation of Service: HRdownloads membership pricing is based on a minimum twelve (12) month term. We do not offer membership cancellations or refunds during the term of the membership. However, there is no obligation to continue as an HRdownloads customer once your membership term expires.

Changing these terms: HRdownloads may change these Terms of Use by updating this web page (https://www.hrdownloads.com/terms-of-use). These Terms of Use were last reviewed on January 7, 2019.

Nothing on this site is intended to be an offering for sale of HRdownloads securities to the public.

HRdownloads™ may be contacted at:
195 Dufferin Ave, Suite 800
London Ontario
N6A 1K7
Phone: 1-877-438-9763

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