Home > Privacy Policy Privacy Policy I. Disclaimer The contents of HCM DIALOGUE’s website are provided for informational and educational purposes only. All information is provided "as is" without any warranties of any kind and HCM DIALOGUE makes no representation and disclaims all express and implied warranties and conditions of any kind, including without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and HCM DIALOGUE assumes no responsibility to you or any third party for the consequences of any errors or omissions. HCM DIALOGUE shall not be liable to you and/or any third party for any damages of any kind arising out of or relating to the use of this website including, but not limited to, any lost profits, lost opportunities, special, incidental, indirect, consequential or punitive damages, even if HCM DIALOGUE is advised of such possibility. II. Privacy HCM DIALOGUE Commitment to Privacy Protecting your privacy and the confidentiality of your personal information is very important to us and fundamental to the way we do business at HCM DIALOGUE. This Privacy Policy confirms our commitment to our members, students, subject matter experts, and all users of our products or services as well as visitors to our website (our Customers) that we will collect, use and share personal information responsibly and safely and only for the purposes and in the manner set out in this Policy. HCM DIALOGUE is committed to protecting your personal information and maintaining high standards of confidentiality through the implementation of appropriate administrative, technical and operational safeguards and security measures. We strive to be open and transparent with you as to our personal information practices. We encourage you to read this Privacy Policy so that you can understand how we collect, use, share and protect your personal information and how you can manage your information in a way that best suits you. By providing your personal information to us, you are consenting to the collection, use and sharing of your information as set out in this Privacy Policy and as otherwise permitted or required by law. We may update this Privacy Policy from time to time without prior notice and we will post the revised Policy on our website. Policy changes will apply to the information collected from the date of posting to the website, as well as to existing information in our records. How We Collect Your Personal Information HCM DIALOGUE collects personal information to provide our products and services to our Customers. As a Customer and user of our products and services, most of your personal information is provided to us directly by you, or by another individual on your behalf (such as your employer or your educational institution), including for example when you register as a member or for a course, or when you request HCM DIALOGUE publication. Depending on the service you use, we may also collect information about you from third parties. For example, to fulfill our payroll certification requirements, HCM DIALOGUE also collects information about HCM DIALOGUE payroll courses taken, compulsory and elective course exemptions and related academic results, and certifications attained. The personal information we collect is gathered in a number of ways throughout your relationship and dealings with us as a Customer. We offer various methods for communication with us generally and also for registration for membership and our other products and services, including by mail, email, phone, fax and through our website. Personal information collected through each of these methods will be protected from the point of collection by HCM DIALOGUE through the administrative, technical and operation safeguards and security that we have implemented and described in this Policy. We also collect information on, and track behaviour of, visitors to HCM DIALOGUE website. For further information on this collection, please see the “Collection of Information Through HCM DIALOGUE Website” section below. Consent We will obtain your consent to collect, use, and/or disclose personal information, except where we are authorized or required by law to do so without consent. Depending on the situation and the sensitivity of the information, we may obtain your consent in different ways. Express consent may be provided orally, in writing, electronically, through action (such as when you click submit on an e- subscription form) or otherwise. Implied consent may be obtained through your use of a product or when you approach us to obtain information, inquire about or apply for products and services from us. By providing personal information to us, you agree that we may collect, use and share such personal information as set out in this Privacy Policy and as otherwise permitted or required by law. In certain circumstances, personal information can be collected, used or shared without knowledge and consent. For example, we may collect, use, and/or share personal information without your knowledge or consent where: the personal information is publicly available from a prescribed source, such as a telephone directory, membership directory, etc.; it is reasonable to expect that obtaining consent would compromise an investigation or proceeding; we are collecting or paying a debt; or we have your implied consent. You may withdraw consent at any time, subject to legal or contractual restrictions, provided that reasonable notice of withdrawal of consent is given to HCM DIALOGUE. Please see the “Your Privacy Choices” section below for further information on withdrawing consent. Information We Collect Personal information is any information about an “identifiable individual” that can be used to distinguish, identify or contact a specific individual. The personal information that we collect will depend on which of our products and services you request or use and how you use them. The personal information that we collect falls into the following categories: Identity Information that allows us to identify and authenticate you (e.g. name, date of birth, occupation, employer and government-issued identification); Contact Information that allows us to communicate with or contact you (e.g. address, telephone number, email or other electronic address); Financial Information that allows us to process your transactions with us (e.g. credit card details); Transactional and Behavioural Information about how you use our different products and services (e.g. purchase and payment history); Relationship and Preference Information that helps us to understand more about you, including what types of products, services or offers you may like (e.g. language and communication preferences, location, demographics and interests); and Educational Information that allows us to verify your educational achievements and accreditations. We limit the personal information we collect to only what is required to carry out the purposes set out in the “Use of Information” section below. Any additional information about you that we would like to collect to assist us in understanding your profile and needs and providing you with products and services will be clearly indicated as “optional”. Use of Information As a member organization, the main reason why we collect, use and share personal information is to maintain relationships with, and provide products and services to, our Customers. To facilitate that objective, we collect, use and share your personal information for the following purposes: 1. To set up, manage, administer, maintain, record, determine your eligibility for, and better manage your products and services and relationship with us; 2. To establish and maintain communications with you, and disseminate to you information of interest to payroll professionals; 3. To help us to better understand your needs and what products and services may be of interest to you, including through surveys and review and analysis of your relationship, transactions and website visits with us; 4. To compile statistical data and carry out research; 5. To offer and market products and services to you of HCM DIALOGUE or its partners that we have carefully selected and believe will be of interest to you; 6. To detect and prevent fraud, identity theft and other illegal acts; 7. To perform our everyday business operations, including recordkeeping and internal reporting; and 8. To comply with applicable laws. By providing your personal information to us, you are consenting to the collection, use and sharing of your information as set out in this Privacy Policy and as otherwise permitted or required by law. Information Sharing HCM DIALOGUE does not sell, trade or rent Associate lists or personal information of Customers to third parties for their own use, unless you provide consent. For example, at a HCM DIALOGUE conference, you may choose to complete a request to obtain information from a particular sponsor and provide your contact details and consent for that sponsor to contact you. As a record keeper of your HCM DIALOGUE certifications, we may be contacted from time to time to provide verification of your accreditation. We require your consent in each case to release such information. However, we may also release your personal information to parties outside of HCM DIALOGUE in certain circumstances, without your consent, as set out below. a. Suppliers and Corporate Partners In order to facilitate the provision of products and services to you, we may require the assistance of third party suppliers and corporate partners and need to share your personal information with them from time to time. This would include for example third party suppliers that we engage to facilitate completion of an order (i.e. printing, shipping, etc.), hotels and other event venue providers who are hosting our conferences or symposiums, and corporate partners such as other educational institutions who are providing courses to you. Only the information that is required for that purpose will be disclosed. Such suppliers and corporate partners must follow our strict confidentiality standards to protect that information and are required to use it only for the purposes for which they have been engaged. These suppliers and corporate partners may be located in Canada or in other jurisdictions or countries which may provide for different data protection rules and may be subject to a demands or requests for information from legal or government authorities in those locations. b. Responding to Legal, Compliance or Regulatory Obligations Sometimes it may be necessary for HCM DIALOGUE to disclose personal information of our Customers to meet legal, compliance or regulatory obligations. This would include, for example, a request by a Government official for information. In such cases, we will release only the information that is required and only after confirming that the appropriate legal authority to require such information is in place. c. Prevention of Illegal Acts Information may also be disclosed by us to third parties outside of HCM DIALOGUE where we are of the view that it is necessary to do so in order to detect and prevent fraud, identity theft and other illegal acts. Such disclosure would be limited to what is required and subject to the third party having appropriate legal authority and providing a commitment to confidentiality and restricted use. d. Aggregated Non-Personal Information We may provide third parties with aggregated, non-personal information, such as the total number of members by region. Such demographic information does not identify you personally. By providing your personal information to us, you are consenting to the collection, use and sharing of your information as set out in this Privacy Policy and as otherwise permitted or required by law. Protecting Your Information At HCM DIALOGUE, we take the protection of your personal information seriously. We are committed to protecting your personal information and maintaining high standards of confidentiality through the implementation of appropriate administrative, technical and operational safeguards and security measures so as to prevent any unauthorized access, disclosure, copying, use, or modification of your personal information. We have security standards and safeguards to protect our systems and your information against unauthorized access and use. Safeguards are in place to ensure that the information is not disclosed or shared more widely than is necessary to achieve the purpose for which it was gathered. HCM DIALOGUE will protect your personal information by security safeguards appropriate to the sensitivity of the information. Safeguards will vary depending on the sensitivity, format, location and storage of the personal information, but may include limiting access to personal information to representatives of HCM DIALOGUE on a need-to-know basis, storing personal information on computers, servers, files or sites with encryption protection and password entry, and utilizing locked filing cabinets with restricted physical access to the file storage location for physical documents containing personal information. To ensure the integrity and privacy of the personal and credit card information you pass to us via the Internet when you make an online transaction, HCM DIALOGUE has implemented safeguard and security measures that are industry standard and Payment Card Industry (PCI) compliant. All information collected within a secure page is encrypted while being transmitted to HCM DIALOGUE's secure server. The server is protected by a firewall that is regularly updated when new patches and fixes are released. We do not store credit card numbers of Customers in our electronic databases. Our suppliers, as part of their contracts with HCM DIALOGUE, commit to maintain the confidentiality of your information and not use it for any unauthorized purpose. For all disclosures, we disclose only the information that is legally required. All employees of HCM DIALOGUE are familiar with the procedures that must be taken to safeguard Customer information. Protecting the confidentiality of your personal information is more than a procedure – it is part of our job. HCM DIALOGUE regularly audits our procedures and security measures to ensure they are being properly administered and that they remain effective and appropriate to the sensitivity of the information. The length of time we keep your information will vary depending on the product or service and the type of information we have. We retain your information only as long as we reasonably need to for customer service, legal or reasonable business purposes. That period may extend beyond the end of your relationship with us, but only for so long as it is necessary for us to be in a position to respond to an issue that may arise at a later date, or for legal or regulatory purposes. When your personal information is no longer required for these purposes, we have procedures in place to destroy, delete, erase or convert it to an anonymous form. Keeping Your Information Accurate HCM DIALOGUE takes reasonable efforts to ensure that any personal information in its possession is accurate, current and complete as is necessary for the purposes for which the information is to be used, as set out in this Policy. We count on you to keep your personal information current, and you should advise HCM DIALOGUE of any changes to your personal information as and when they occur. Keeping your information accurate and up-to-date enables us to continue to offer you the highest quality service. If you demonstrate the inaccuracy or incompleteness of personal information, we will amend the information as required. If appropriate, we will send the amended information to third parties to whom the information has been disclosed. Information contained in files that have been closed is not actively updated or maintained. Accessing Your Information You have the right to access all personal information we hold about you. For members, most of your information is available to you through your member portal. Upon written request and authentication of identity, we will provide you with your personal information under our control, information about the ways in which that information is being used, and a description of the individuals and organizations to whom that information has been disclosed. We may charge a fee for providing information in response to an access request and will provide an estimate of any such fee upon receiving an access to information request. We may require a deposit for all or part of the fee. We will make the information available within 30 days or provide written notice where additional time is required to fulfil the request. In some situations, we may not be able to provide access to certain personal information. This may be the case where, for example, disclosure would reveal personal information about another individual, the personal information is protected by solicitor/client privilege, the information was collected for the purposes of an investigation, disclosure of the information would reveal confidential commercial information that, if disclosed, could harm the competitive position of HCM DIALOGUE or where we exercise our solicitor’s lien against materials in our files in respect of outstanding accounts. HCM DIALOGUE may also be prevented by law from providing access to certain personal information. Where an access request is refused, we will notify you in writing, document the reasons for refusal and outline further steps available to you. If you have questions about our personal Information practices, please reach out to us using the information in the “Contact Us” section below. Collection of Information Through HCM DIALOGUE Website By accessing and browsing our website, you agree that we may collect, use and share any information we collect about you through our website as described in this Policy. a. Cookies and Other Web Tracking Tools HCM DIALOGUE uses various web tools including cookies, web beacons, embedded script and tagging on our websites and advertisements, as well as various analytics and marketing services from third parties such as Google. The web tools may be used for a number of purposes, including, without limitation, to count visitors to our website, to monitor how visitors navigate the website, to determine the date and time of your visit to our website, the documents that you downloaded and the searches you performed, to count how many emails that were sent were actually opened or how many particular articles or links were actually viewed. Web tools will not be used to collect personal information that is not expressly provided by a visitor (for example, the email address associated with an email message). These web tools help us to better serve visitors by managing our website, diagnosing any technical problems, remembering information about your visits (e.g. login credentials, preferences), improving the content of our website, and communicating with you regarding products and services that may be of interest. b. Social Media Tracking Pixels and Cookies We may also use social media cookies embedded on our website to communicate with our visitors who are registered users of certain social media platforms (e.g. Facebook, Instagram, Twitter, LinkedIn, YouTube, Pinterest, SnapChat, WeChat, etc.). We use web data, including email addresses and other personal information expressly provided, to create custom audiences by retargeting advertising to visitors and similar social media users of these platforms in order to deliver more useful and relevant content. The use of Social Media by HCM DIALOGUE adheres to the policies sent forth by each social media platform. All data matching takes place using secure one-way hash functions, such that no personal information of our visitors is provided to the social media platforms if the visitor is not already registered with the social media platform. c. Digital Marketing From time to time, we may engage in digital marketing campaigns. These efforts may include using social media platforms to promote goods and services. You consent to us using your personal information to serve advertisements and other announcements. When we do so, we follow the protocols and procedures established by service providers such as the Google Display Network and other leading advertising exchange platforms. You consent to us working with digital media channels in this manner. We may also track your activity on other websites or social media platforms that you visit after leaving HCM DIALOGUE website for the purposes of delivering advertising campaigns that may be of interest to you. d. Links to Other Websites Please note that our website may contain links to other sites and advertisements. Our Privacy Policy only applies to information collected by our website. We are not responsible for the privacy practices and policies of such third party sites or advertisements. e. Withdrawing Your Consent to Cookies If you wish to withdraw your consent to cookies, you should review the help documentation for your web browser software to decline or selectively decline cookies by adjusting the setting on your browser. Declining cookies may adversely impact website performance. For information on how you may withdraw your consent to the collection of information by HCM DIALOGUE, please see the “Your Privacy Choices” section below. Customers from Outside Canada HCM DIALOGUE is a Canadian not-for-profit organization and our membership consists primarily of Canadian payroll professionals. We realize that we do have members outside Canada and that our website may be accessed by Customers from around the world for membership, education and information purposes. HCM DIALOGUE is subject to and complies with Canada’s Federal Privacy legislation, known as the Personal Information and Protection of Electronic Documents Act (PIPEDA). If you are located in the European Union (EU), you should know first of all that, as a result of the comprehensive privacy protections provided to data subjects under PIPEDA, personal data flow from the EU to Canada has been approved by the adequacy decision of the European Commission under its European Directive. While HCM DIALOGUE is not directly subject to the General Data Protection Regulation (GDPR), most of the rights granted to you under the GDPR are substantially similar to those granted to data subjects under PIPEDA, including the right to request access to, correct, amend, delete, or limit the use of your personal data. Please refer to the “Accuracy of Your Information” and “Access to Your Information” sections above for further information. If you have any questions about our personal information practices, please reach out to us using the information below in the “Contact Us” section. Your Privacy Choices You can withdraw your consent to various aspects of our collection, use or sharing of your personal information at any time upon giving us reasonable notice, subject to legal, business or contractual requirements. a. Consent to Collection As indicated in the “Information We Collect” section above, we limit the collection of personal information to that which is necessary and required to provide you with our products and services and carry out the purposes set out in the “Use of Information” section above. As such, withdrawal of consent to collection of required personal information may result in our inability to provide services for which that information is necessary. If we ask for additional information, we will clearly indicate that it is optional for you to provide that information, and if you do provide it, you are free to withdraw your consent at any time, and such information will be deleted. b. Consent to Use You may withdraw your consent to certain uses of your personal information as set out below: i. Sending of Payroll Related Resources and Information A key benefit of your membership in HCM DIALOGUE is receiving information on products and services that are of interest to payroll professionals, such as legislative updates, professional development programs, and other payroll-related services. Consent to receiving this information is optional and you can decide to withdraw it at any time by contacting us directly or through our website. The option is set out in our membership application, and update and registration forms. In the event that you do not check the option provided to you on such forms, the submission of the form to HCM DIALOGUE constitutes your consent to receive such information. ii. Marketing of Products and Services of HCM DIALOGUE HCM DIALOGUE may also offer and market to Customers products or services of HCM DIALOGUE that it believes will be of interest from time to time. This includes marketing through various communication methods, including mail, phone, email, and website digital marketing. Consent to receiving this information is optional and you can decide to withdraw it at any time by contacting us directly or through our website. iii. Marketing of Products and Services of HCM DIALOGUE’s Partners HCM DIALOGUE may also offer and market to Customers products or services of HCM DIALOGUE’s partners that it believes will be of interest from time to time. This includes marketing through various communication methods, including mail, email, website and digital marketing. Consent to receiving this information is optional and you can decide to withdraw it at any time by contacting us directly or through our website. You should note that all marketing of services of HCM DIALOGUE’s partners will be sent to you by HCM DIALOGUE and not the partner, unless your express consent has been obtained from the partner to market directly to you. If you withdraw your consent to optional communications, information or marketing, we retain the ability to contact you regarding important legislative updates, association governance, and membership-related communications, such as renewal notices, etc. c. Consent to Sharing As indicated above in the “Information Sharing” section of this Privacy Policy, certain sharing of your personal information with third parties requires your consent. Consent to this sharing is optional and you can decide to withdraw it at any time by contacting us directly or through our website. Upon receipt of notice of withdrawal of consent, we will inform you of the likely consequences of the withdrawal of consent, which may include our inability to provide services for which that information is necessary. Contact Us We will promptly respond to questions and concerns relating to our personal information practices and this Policy, and do our utmost to resolve your concerns. If you have any questions or concerns about this Privacy Policy or about HCM DIALOGUE's personal information practices, please contact us at: If we are unable to resolve your concerns to your satisfaction, you may contact the Office of the Privacy Commissioner of Canada during business hours at 1-800-282-1376, or at https://www.priv.gc.ca/en/, or by writing to: III. Trademarks/Copyright All information published or otherwise accessible through this Website and its successors, including, but not limited to information, news, text, photographs, images, illustrations, audio clips, video clips, software and other materials (the "Content") are protected by copyright, and are owned or controlled by HCM DIALOGUE or other parties credited as the provider of the Content. This Website is also protected by copyright as a collective work and/or compilation, pursuant to Canadian copyright laws, international conventions and other copyright laws. Unless otherwise specified, any reproduction, modification, redistribution, publication, transmission, transfer, sale, distribution, or performance of this Website, whether in whole or in part, constitutes a violation of federal or common law and is prohibited. No information may be reproduced in whole or in part in any form without written consent of HCM DIALOGUE. Please e-mail us for permission before reproducing or redistributing any part of the information contained within. Certain names, words, titles, phrases, logos, designs, graphics, icons and trade-marks displayed on this Website may be registered or unregistered trade-marks of HCM DIALOGUE or third parties. Unless otherwise specified, downloading, retransmission, copying or modification of any trademarks or other contents displayed on this Website may be a violation of statutory or common law rights and is prohibited and could subject the violator to legal action. IV. Cookie Policy A cookie is a small text file that a website creates and accesses through your browser when you visit a website. Cookies are used for many purposes, such as providing essential functions, including those related to authentication and security, remembering your preferences and tailoring HCM DIALOGUE website to your interests (e.g. to track language preference, provide customized web page content, and display website navigation history). HCM DIALOGUE may use third party web analytics service providers and other technologies to collect non personally identifiable information such as general internet log information and details of visitor website traffic when you visit HCM DIALOGUE website. HCM DIALOGUE uses such website traffic information to understand how visitors use its website and to improve the visitor’s experience when visiting its website. Such visitor website traffic information is shared with the third-party web analytics service providers and they may store and use such information to contextualize and personalize ads of its own advertising network. HCM DIALOGUE uses Google Analytics and Siteimprove as its third-party web analytics service providers. For more information about how they use your information, please see the following links: Google and Siteimprove. Cookies are only retained by HCM DIALOGUE for as long as necessary. When visiting HCM DIALOGUE's website, you consent to the placement of cookies in your browser. You can control cookies through your browser settings and other tools, such as the Google Analytics Opt-out Brower Add-on. Note that refusing or deleting cookies may impact your experience on HCM DIALOGUE’s website and the services it is able to offer. V. Contact Us If you have any questions or concerns about this Privacy Policy or about HCM DIALOGUE's information-handling practices, please contact us at: updated March 8, 2024
Home > Terms & Conditions Terms & Conditions 1. Legal Capacity You represent and warrant that you possess the legal right, capacity and ability to agree to these Terms and Conditions and use the Website in accordance with them. If you are an individual, you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside, and that you are in any event at least 18 years old. If you are using the Website on behalf of a corporation or other organization, you represent and warrant that you have the ability to agree to these Terms and Conditions on behalf of such organization and all references to "you" throughout these Terms and Conditions will include such organization, jointly and severally with you personally. 2. License We grant to you a non-exclusive, non-transferable, limited license only to use the Website, in accordance with the provisions set out in these Terms and Conditions. All rights not expressly granted to you in these Terms and Conditions are reserved by us and, if applicable, our licensors. 3. Privacy You acknowledge that you have read the Privacy Statement located on this site Privacy Policy as it may be updated from time to time (the "Privacy Statement"), and hereby consent to the collection, use and disclosure by us of your personal information (whether previously collected or to be collected) for the purposes identified therein. You also consent to our use of such personal information in accordance with applicable terms and conditions contained in such Privacy Statement, which is incorporated herein by reference and forms an integral part of these Terms and Conditions. 4. Your Account and Account Use If your use of the Website requires an account identifying you as a user of the Website (an "Account"), then, 1. Responsibility—you are solely responsible for i. your Account and the maintenance, confidentiality and security of your Account and all passwords related to your Account, and ii. any and all activities that occur under your Account, including all activities of any persons who gain access to your Account with or without your permission 2. Notification—you agree to immediately notify us of i. any unauthorized use of your Account, any service provided through your Account or any password related to your Account, or ii. any other breach of security with respect to your Account or any service provided through it, and iii. you agree to provide assistance to us, as requested, to stop or remedy any breach of security related to your Account, and 3. Accuracy—you agree to provide true, current, accurate and complete customer information as requested by us from time to time and you agree to promptly notify us of any changes to this information as required to keep such information held by us current, complete and accurate. 5. Website Limitations The Website depends on the Internet, including networks, cabling, facilities and equipment that is not in our control; accordingly (i) any representation made by us regarding access performance, speeds, reliability, availability, use or consistency of the Website is on a "commercially reasonable efforts" basis, (ii) we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and (iii) data, messages, information or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed. 6. Acceptable Use and Prohibitions 1. Lawful Use. You will ensure that i. you only use the Website for lawful purposes, and ii. if at any time you become aware of any violation, by any person or entity, of any part of these Terms and Conditions, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation. 2. Prohibited Conduct. Without limiting the generality of any other restriction in these Terms and Conditions, you agree that you will not, in connection with the Website, directly or directly do or permit any of the following: i. post, upload, reproduce, distribute or otherwise transmit any Content (defined below) that 1. is unauthorized or unsolicited commercial communications, junk or bulk communications or other "spam" (whether or not using e-mail services, including instant messaging, blog or comment spam) or is otherwise duplicative or unsolicited, 2. contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive or surreptitious component, 3. is defamatory, infringing, or unlawful, 4. is inappropriate, profane, obscene, indecent materials or information without suitable or lawfully-required access controls (which controls will in no event be our responsibility), 5. you do not own or have the rights to post/share/distribute publicly 6. gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of us or any third party, such violations including engaging in copyright infringement, invasion of privacy, trademark infringement or defamation, or 7. constitutes a criminal offence, or otherwise engages in or assists others to engage in any criminal offence, including communicating hatred, pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity and child pornography; 8. engage in threats, harassment, intimidation, stalking or abuse or any conduct that violates the legal rights of others, including the rights of minors and rights relating to privacy and publicity; 9. scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems; 10. forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin of any data transmitted using the Website; 11. impersonate or falsely represent your association with any person, including a representative of us; ii. disrupt or threaten the integrity, operation or security of any Website, any computer or any Internet system; iii. disable or circumvent any access control or related process or procedure established with respect to the Website; iv. sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any commercial purposes (except for your internal business purposes), any portion of, use of or access to, any Website, except where expressly authorized by us; or v. extract, gather, collect, or store personal information about others without their express consent. 3. Our Remedies. Without limiting any of our rights, we may suspend, restrict or terminate your use of the Website without notice if, in our sole and absolute discretion, we determine or believe that you have violated any of the acceptable use rules set out above. We may remove any content found by our moderators to be objectionable for any reason, or no reason. 7. Proprietary Rights 1. Content—"Content" means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work. 2. Third-Party Content—Content accessed or available through the Website or the Internet may be owned by parties other than you or us (collectively, "Third Party Content") and may be protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Website or these Terms and Conditions grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Website as set out in these Terms and Conditions. The Website may contain links to Third Party Content on websites operated by parties other than you or us ("Third Party Websites"). We are under no obligation to verify the accuracy of the contents on Third Party Websites, and we do not endorse, warrant, promote or recommend any services or products that may be offered by or accessed through such Third Party Websites or the operators of them. 3. Our Content—Except where expressly stated otherwise, all right, title and interest in and to the Website and all Content, source code, processes, designs, technologies, URLs, domain names, marks and logos forming any part of the Website (collectively, "Our Content") is fully vested in us, our licensors or our suppliers and are protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. You agree that Our Content is licensed subject to the terms of these Terms and Conditions, including the disclaimers and limitations of liability herein. Nothing in your use of the Website or these Terms and Conditions grants you any right, title or interest in or to Our Content except the limited right to use the Website as set out in these Terms and Conditions. Unless otherwise expressly authorized by us in writing, you agree not to i. copy, modify, deep link, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content ii. distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover the source code, of Our Content, to the maximum extent that such prohibition is permitted by applicable law iii. distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover the source code, of Our Content, to the maximum extent that such prohibition is permitted by applicable law iv. allow any other person or entity to engage in any of the foregoing. 4. Your Content— Unless otherwise agreed to in a separate agreement, we do not claim ownership of any Content that you post, upload, input, provide, submit or otherwise transmit to us, or any third party, using the Website (collectively, "Your Content"); however, you agree that by posting, uploading, inputting, providing, submitting, entering or otherwise transmitting your Content to us or any third party using the Website, i. License to Us—you have thereby granted us a royalty-free, non-exclusive, worldwide, fully paid-up limited license to use, copy, distribute, transmit, display, edit, delete, publish and translate Your Content to the extent reasonably required by us to provide the Website to our customers or to ensure adherence to or enforce the terms of these Terms and Conditions, ii. Your Warranty to Us—you will have thereby confirmed, represented and warranted to us that you have all rights, titles and interests, as well as the power and authority necessary, to grant the license to Your Content set out above, and iii. Your Indemnity of Us—you will indemnify and save us harmless from and against any liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred by us relating to or arising from Your Content, including instances where the Your Content (A) infringes any Third Party Content or other third-party intellectual property rights, or (B) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful. iv. Moderated Content—You acknowledge that all content you post, upload, input, provide, submit, or otherwise transmit to us is subject to review by us before or after posting. You acknowledge that our moderators may remove any content found to be objectionable by us or any other party at any time for any reason or no reason. 5. Advertising—We will have the right, without notice, to insert advertising data into the Website, so long as this does not involve our transmission of any of your personal information in contravention of the Privacy Policy. 6. Public Transmission and Caching—You acknowledge and agree that the technical processing and transmission of the Website, including Your Content and other Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that such Content may be subject to "caching" or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet. 7. Deletion of Your Content—If you delete the account to which Your Content is connected, you acknowledge and agree that we may retain a copy or copies of same for archival or compliance purposes or to otherwise provide the Website to you or others, subject always to your license to us set out above, and to our Privacy Policy. 8. Compliance and Complaints—You agree that we may, without notice or liability, disclose to third parties any of your information or Your Content, monitor use of the Website and monitor, review and retain Your Content if we believe in good faith that such activity is reasonably necessary to provide the Website to customers, ensure adherence to or enforce the terms of these Terms and Conditions, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others. If we receive a complaint relating to use of the Website by you, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, restrict, suspend or terminate any service involved, or remove Your Content from our servers. 8. Termination of Accounts We may, in our sole discretion, suspend, restrict or terminate your Account and your use of the Website, effective at any time, without notice to you, for any reason, including because the operation or efficiency of the Website or our or any third party's equipment or network is impaired by your use of the Website, any amount is past due from you to us, we have received a third party complaint which relates to your use or misuse of the Website, or you have been or are in breach of any term or condition of these Terms and Conditions. We will have no responsibility to notify any third party, including any third party providers of services, merchandise or information, of any suspension, restriction or termination of your access to the Website. 9. DISCLAIMERS, LIMITS OF LIABILITY AND INDEMNITIES a. USER ACKNOWLEDGEMENT—you acknowledge and agree that: (i) all use of the website provided by us is at your own risk; (ii) the website may contain links to other websites, which are provided solely as a convenience to you and the inclusion of any such link does not imply endorsement, investigation or verification by us of such websites or the information contained therein; and (iii) the website provided under these terms and conditions is provided on an "as is" and "as available" basis. b. DISCLAIMER OF WARRANTIES—we make no conditions, warranties or representations about the suitability, reliability, usability, security, quality, capacity, performance, availability, timeliness or accuracy of the website or any other products supplied under these terms and conditions. we expressly disclaim all conditions, warranties and representations, express, implied or statutory, including implied conditions or warranties of merchantability, fitness for a particular purpose, durability, title and non-infringement, whether arising by usage of trade, by course of dealing, by course of performance, at law, in equity, by statute or otherwise howsoever. c. NO LIABILITY—notwithstanding any other provision of these terms and conditions, in no event will we, our affiliates, or our controlling parties, agents, employees, suppliers, resellers and distributors (collectively, in these capitalized sections, "we" or "us") be liable for any direct, indirect, special, incidental, consequential or punitive damages, or any other damages or losses whatsoever, including damages for loss of profits, goodwill, opportunity, earnings, use or data, arising directly or indirectly from or related to these terms and conditions or the use, or non-use of the website or any software, regardless of the cause of action and even if one or more of us have been advised of the possibility of such damages or losses, including damages or losses arising from or in any way related to the following: (i) any loss or damage to data arising directly or indirectly out of use or non-use of the website or related component; d. APPLICABILITY—some jurisdictions prohibit the disclaimer of certain warranties or conditions or the limitation of certain types of liability. in such circumstances, to the extent that such prohibitions prohibit any exclusions and limitations in these terms and conditions, such exclusions and limitations will not apply to you strictly to the extent necessary to make these terms and conditions consistent with such prohibitions. 10. Enforceability Your use of the Website and the content and features accessed through the Website constitute your electronic signature to the agreement set out in these Terms and Conditions and your consent to enter into agreements with us electronically. This Agreement will be deemed to satisfy any writings requirements of any applicable law, notwithstanding that the agreement set out in these Terms and Conditions is written and accepted electronically. All contracts between you and us completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed written agreement. 11. Interpretation In these Terms and Conditions, (i) the captions and headings are for convenience only and do not constitute substantive matter and are not to be construed as interpreting the contents of these Terms and Conditions, (ii) the word "including", the word "includes" and the phrase "such as", when following a general statement or term (whether or not non-limiting language such as "without limitation" or "but not limited to" or other words of similar import are used with reference thereto), is not to be construed as limiting, and the word "or" between two or more listed matters does not imply an exclusive relationship between the matters being connected, and (iii) all references to website addresses or URLs will also include any successor or replacement websites containing substantially similar information as the referenced website(s). 12. Waiver of Rights and Remedies Our failure to insist upon or enforce strict performance of any provision of these Terms and Conditions will not be construed as a waiver of any provision or right. Neither the course of conduct between you and us nor trade practice will act to modify any provision of these Terms and Conditions. Our rights, powers and remedies in these Terms and Conditions, including without limitation the right to suspend, restrict or terminate any use of the Website, are cumulative and in addition to and not in substitution for any right, power or remedy that may be available to us at law or in equity. 13. Severability If any provision of these Terms and Conditions is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof will continue in full force and effect. 14. Limitation Period Any cause of action you may have with respect to these Terms and Conditions or the Website must be commenced within one year after the claim or cause of action arose, or it will be barred. 15. Notices Any notice, consent, waiver, approval, authorization or other communication to be delivered in connection with these Terms and Conditions 1. by us to you will be deemed to have been effectively and validly given if delivered or sent to any of the contact particulars then listed in your Account; 2. by you to us will only be deemed to have been effectively and validly given if in writing and delivered or submitted to the moderator@iampayroll.ca. 16. Assignment and Inurement We may at any time assign our rights and obligations under these Terms and Conditions, in whole or in part, without notice to you. You may not assign these Terms and Conditions without our prior, written consent. These Terms and Conditions will inure to the benefit of and bind you and us and our respective personal and legal representatives, successors and permitted assigns. 17. Relationship You agree that no joint venture, partnership, fiduciary, employment or agency relationship exists between us and you as a result of these Terms and Conditions or use of the Website. 18. Force Majeure Neither party will be responsible for a failure to fulfil its obligations under these Terms and Conditions or for delay in doing so if such failure or delay is due to circumstances beyond its reasonable control, such as acts of nature, acts of government, war, riots, strikes and accidents in transportation, but excluding a lack of financing, cash or credit. 19. Entire Agreement These Terms and Conditions, as amended from time to time, including any and all documents, websites, rules, terms and policies referenced herein, including but not limited to the Privacy Policy, constitutes the entire agreement between us and you with respect to the matters referred to in these Terms and Conditions and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between us and you with respect to such matters. 20. Amendments to these Terms and Conditions We reserve the right to amend these Terms and Conditions at any time without notice to you, but we will use reasonable efforts to publish each amendment before such amendment becomes effective. We will ensure that the latest, fully-amended version of these Terms and Conditions is published on the Website. You are responsible for regularly reviewing the Website to obtain timely notice of such amendments. If any amendment is unacceptable to you, you may terminate the agreement between you and us regarding the use of the Website as set out in these Terms and Conditions. If you continue to use the Website after the effective date of each amendment, you will be conclusively deemed to have accepted such amended version of these Terms and Conditions.
