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IMPORTANT ñ READ CAREFULLY: YOUR USE OF HLP-SMILE! (INCLUDING ALL SUB TITLES SUCH AS: HLP-SMILE SMB, HLP-SMILE SMB-R&D) AND/OR HLP-SMILE!TRIAL VERSION AND/OR HLP TRACKING V.4 AND/OR HLP TRACKING V.4 TRIAL VERSION ANDANY FUTURE AVAILABLE SOFTWARE HEREIN AFTER CALLED ìSERVICESî IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS. INTRODUCTION IMPORTANTñ READ CAREFULLY: BY CLICKING THE ìI READ AND I AGREE WITH THE EULAî BUTTON,YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. This is a legal agreement(ìAgreement,î and also referred to as the ìTerms of Useî) between You and HLPGroup Inc, doing business as ìHLP Groupî for use of the Services that Youselected or initiated, which may include HLP-Smile! Smart Enterprise Suiteapplications and other services available from time to time (collectively, theìServicesî). ìYouî refers to either (a) the individual or entity that registeredand/or provided his or her credit card or other payment mechanism for theServices or, (b) if the Services are being tested for demonstration purposes onbehalf of an entity by an individual authorized to purchase the Services onbehalf of such entity, the ìYouî or, alternatively, ìSubscribing Organizationîrefers to such entity. If You do not agree with the terms of this Agreement,click the ìCANCELî button and do not use or join any meeting supported by theServices or make any other use of the Services. Any software associated withthe Services is protected by copyright laws and international copyrighttreaties, as well as other intellectual property laws and treaties. 1. DESCRIPTION OF SERVICES; STATEMENT OF INTENDED USE TheServices include an intranet suite of applications including, but not limitedto, a project portfolio management tool, agenda, contact lists, documentmanager, expense reports, forums, purchase orders, timesheets, tasks anddiscussions applications, in addition to certain communication features.Together, these Services are referred to herein as a ìSiteíí or ëíHLP-Smile!î.By registering, the individual or the organization identified as theSubscribing Organization in the Site registration process will be assigned auser name and password.î The Services, all information, products and servicescontained or described in the Services or any Linked Sites, and the URL, username and password provided for demonstration purposes may be accessed and usedsolely by the Subscribing Organization to which such URL, username and passwordis assigned and its Members, solely for purposes of establishing andmaintaining. HLP Group may at any time terminate the Services or any feature,or the Subscribing Organization's or it's Members' access as provided inSections 4 and 5 hereof. All changes to the Services will be subject to theseTerms. 3. REGISTRATION CODE; PASSWORD; SECURITY Thesharing of user login names and/or passwords by more than one individual toavoid the payment of license fees constitutes a violation of these Terms ofUse. TheSubscribing Organization will be notified immediately of any known or suspectedunauthorized use, activities or disclosure of the HLP Group Services or anyinformation, or any other breach of security. HLP Group will not be liable forany failure by the Subscribing Organization or its Members to comply with thisSection or any other provision of these Terms. In the event that a disputearises over the rightful control of any HLP-Smile license, HLP Group will haveno obligation to any party to continue to grant access to the HLP GroupServices except under an order from acourt of competent jurisdiction. 4. TERMINATION HLPGroup, in its sole discretion, may terminate, cancel, suspend, limit,discontinue, and/or deactivate (temporarily or permanently) all or any part ofthe Services, registration code, any password, Site Name, registration, anypart or all of the Site, and/or the Subscribing Organization's and/or itsMembers' access to and use of any part or all of their personally identifiableinformation (collectively, "Personal Information"), RegistrationInformation, Site Information, the Services and/or the Site, and/or theirrights under these Terms (all of the foregoing rights and actions to "Terminate"or a "Termination"), all at any time, including without limitation if(a) HLP Group believes that the Subscribing Organization or a Member hasviolated or is threatening to violate these Terms or other policy, its ThirdParty Providers or applicable law, has misused or is threatening to misuse theServices, or has conducted or is threatening to conduct any fraudulent,abusive, or illegal activity, (b) HLP Group believes that the SubscribingOrganization or any of its Members has accessed or is attempting to access anypart of the Services or Content without authorization, or Personal Informationof any other Subscribing Organization, (c) the Subscribing Organization assignsits rights to the HLP Group Services, (d) HLP Group discontinues the Servicesor any part thereof for any reason. (e) the subscribing Organization or aMember makes excessive use of bandwidth, or transmits excessive numbers ofe-mails, notices or other transmissions inconsistent with the number of membersregistered and using the Service in the sole discretion of HLP Group. HLP Groupreserves the right to investigate the validity of any complaint presented toit, which alleges that any HLP Group Serviceshave been used to conduct fraudulent, abusive or illegal activity, orhas been used in any way that violates these Terms. Such investigations mayinclude logging on to the site and/or reviewing any data or informationcontained therein. HLP Group will not, however, provide any such information toany third party unless required by law or court order. ATermination described in Section 4(a), (b), (c), or (d) may be made with orwithout notice and will be effective immediately. In the event of Termination,HLP Group may remove and/or permanently delete from its servers all of theSubscribing Organization's and its Members' Information, RegistrationInformation and Personal Information and all backup copies. HLP Group may (butwill not be required to) remove from its servers and/or permanently delete allsuch Information and/or all backup copies thereof, without further notice andwithout any liability of HLP Group to the Subscribing Organization, its Membersor any third party. Notwithstanding anything in these Terms to the contrary, ifHLP Group reasonably believes that the Subscribing Organization or any of itsMembers has violated or is threatening to violate applicable law or theprovisions of Section 4(b) or has conducted or is threatening to conduct anyfraudulent, abusive, or illegal activity, HLP Group may, without any notice,refer the Subscribing Organization and/or its Members to appropriate lawenforcement agencies, and/or immediately remove and/or permanently delete theSite Information, Registration Information and/or Personal Information asotherwise provided herein. If a Subscribing Organization or its Members are thesubject of a Termination described in this Section 4, they may not re-registerfor or continue to use the Services in any manner or for any reason. If theSubscribing Organization wishes to terminate its use of the Services, it mustnotify HLP Group by sending an email to: info@hlp.ca. The provisions ofSections 13 and 14 will survive any Termination under Section 4 or 5 and anydiscontinuance. 5. ACCESS TO SERVICES; SUPPORT; THIRD PARTY PROVIDERS; RIGHTS Touse the Services, the Subscribing Organization and its Members must obtain andpay any fees for access to the World Wide Web and provide all equipmentnecessary to make such connection, including a computer and modem or otheraccess device. The Subscribing Organization and its Members may access theServices only by means of the interface provided by HLP Group. Although theServices are generally accessible worldwide, access may not be available to allpersons or in all locations. HLP Group reserves the right to limit access tothe HLP Group Services or the Services by any Subscribing Organization, Member,or person, or from any location. HLP Group does not endorse, is not responsiblefor and makes no representation or warranty concerning the reliability oravailability of these Linked Sites or the accuracy, reliability, completenessor authenticity of their contents, advertising or products, and is notresponsible for web casting or any transmission received from any Linked Site.Use of Linked Sites is subject to the privacy policies, terms of service andother conditions applicable to such Sites. All linking to Linked Sites is atthe sole risk of the Subscribing Organization and its Members. Any concernsregarding any Linked Site or its content, products or services should bedirected to the administrator or webmaster of such Linked Site. 6. FEES Allfees are payable in Canadian currency unless invoiced or charged by HLP Groupin another currency, in which case the fees must be paid in the currencyinvoiced. All transmission fees, currency translation fees, wire and bank feeschargeable by or deducted from remittances by any bank, including thetransmitting, intermediary or recipient bank are the responsibility of theremitting party (Subscribing Organization). Merchant fees charged by CreditCard Companies to HLP Group, will be absorbed by HLP Group and are expresslynot the responsibility of the remitting party (Subscribing Organization). Duringcompletion of the License purchase, one person is designated as the responsiblecontact for purposes of billing and payment of fees (the "BillingContact"). The Billing Contact is not personally liable for the Servicesfees, nor are individual site members. The obligation to pay fees rests withthe Subscribing Organization. The Billing Contact may, however elect to furnisha personal credit card for the purpose of paying license fees in which case thefurnishing of such information is considered his/her authorization for HLPGroup to use the card for any and payments related to the HLP Group Services .The Services are provided on a trial version or a purchased license ofHLP-Smile.Third party opt-in email services, HTML email that may have sponsorsor ads within it, and free License offers are not considered advertising orsponsorship advertising for purposes of License charges. SubscribingOrganizations and its Members agree that should license fees not be paid in atimely manner, HLP Group may, in its sole discretion, discontinue service untilsuch time as the payments are brought current. Subscribing Organizations andits Members further agree that should payment for the Services be made to athird party in connection with its offering of our service, and said thirdparty fails to make payments to HLP Group, HLP Group may, in its solediscretion, discontinue service until such time as the payments are broughtcurrent. Should The Subscribing Organizations choose The Monthly License per user mode. Fees are charged in accordance with HLP Group's published prices at the time of initial License purchase of the Service. TheSubscribing Organizations shall not be charged for the calendar month in whichthe license is created. Billing will begin starting with the first day of thecalendar month after the creation of the site. It is the responsibility of theSubscribing Organizations to monitor and update their license. HLP Group willnot be responsible for deleting member records, nor will it do so if requested.Deletion of member records must be done by a Site Administrator. License feesare billable to the person designated by the Subscribing Organization asindicated in the billing contact information record. It is the SubscribingOrganization's responsibility to ensure that the billing contact information iscomplete and accurate at all times. Only a Site Administrator or the designatedbilling contact person may cancel a License. Cancellation may be made at anytime by any Site Administrator or Billing Contact person through an e-mailinstruction from either a Site Administrator e-mail account or a BillingContact person's e-mail account as contained on the License. Cancellationrequests must be addressed to info@hlp.ca. Any cancellation will take effect,for billing purposes, as of the last day of the calendar month in which thecancellation request is received by HLP Group. Upon receipt of a validcancellation request, HLP Group may deactivate the License at any time. Unlessand until a cancellation request is received by HLP Group, the Subscriberagrees that HLP Group may automatically invoice or charge the credit card onfile for the full amount of each succeeding monthís license fees, or in thecase of an annual License purchase, for each succeeding year. Fees for other services, including but not limitedto extra disk storage, e-mail storage and SSL security are also charged inaccordance with the prices in effect at the time of purchase, or renewal 7. THIRD PARTY (PARTNER) SITES SubscribingOrganizations may register for the HLP Group Services through a Partner who maybe a reseller of the Services on behalf of HLP Group. In such cases, theSubscribing Organization hereby agrees that HLP Group may provide membership,billing and other necessary contact information, including, but not limited to"personally identifiable member information" to the HLP Group Partnernotwithstanding anything contained in these Terms of Use or the HLP GroupPrivacy Policy. 8. STORAGE AND FILE DOWNLOAD/BANDWIDTH LIMITATIONS Storagespace for the Subscribing Organization is currently provided in accordance withthe HLP Group price list in effect from time to time, and it may be impossibleto store some data or information at the Site due to space constraints. TheSubscribing Organization agrees that HLP Group is not responsible or liable forany insufficient storage capacity or the deletion or failure to store data orinformation. HLP Group reserves the right to limit the file download and/orbandwidth capacity of any or all Licenses in its sole discretion if it deemssuch limitation to be in the best interests of the operating performance acrossall Licenses. In addition, HLP Group reserves the right to limit the number ofe-mails transmitted from its servers for any individual License or group ofrelated Licenses on a daily basis in its sole discretion. 9. PRIVACY HLPGroup respects the privacy of its Subscribing Organizations and Members. 10. SUBSCRIBING ORGANIZATION'S AND MEMBERS' RESPONSIBILITIES;MATURE AUDIENCE SITE DESIGNATION AllSite Information, Registration Information, Personal Information and otherinformation stored, publicly posted or privately transmitted through theServices by the Subscribing Organization or its Members, the confidentialityand privacy of all of the same and of the Site, and all uses of the Servicesand the Site by the Subscribing Organization and its Members are their soleresponsibility. Without limitation, the Subscribing Organization and its SiteAdministrator(s) are responsible for monitoring the contents, use of and accessto the License and all such Information, and use of and access thereto byMembers who are minors. Without limitation, the Subscribing Organization agreesthat it and its Members will use the Services only in accordance with theseTerms, and will not use them to: a. upload, store, post, link to, email or otherwise transmit,distribute, publish or disseminate any Site Information, Content or otherinformation (i) that is unlawful, harmful, threatening, abusive, harassing,tortuous, defamatory, vulgar, obscene, pornographic, objectionable or libelous,or promotes such activity; (ii) that (or the transmission, distribution,publication or dissemination of which) infringes any patent, trademark, tradesecret, copyright, or other rights or proprietary rights of any party, violatesany contractual or fiduciary relationships (such as inside, proprietary orconfidential information); (iii) that is harmful to minors; or (iv) thatcontains software viruses, trojan horses, worms, time bombs, cancelbots or anyother computer code, files or programs designed to interrupt, destroy or limitthe functionality of any computer software or hardware or telecommunicationsequipment or circumvent any "copy-protect" devices, any other harmfulor disruptive program, or any warez, cracks, hacks, associated utilities orother piracy related information; b. provide inaccurate, incomplete, outdated or misleadingRegistration Information or e-mail addresses, create a false identity ormanipulate identifiers to mislead or to disguise the origin of any informationstored on the Site or transmitted through the Services, or impersonate orotherwise misrepresent any affiliation with any person or entity; c. modify, use, download, publish, upload, post, transmit,transfer, sell, reproduce, create new or derivative works from, license,distribute, perform, display, broadcast, exploit or otherwise copy any portionof the Services, Site Name, or any Content, or any products or other services(including software) obtained therefrom, or permit access to the same by anyunauthorized person or entity; d. interfere with or disrupt any links or click-through URLsprovided through the Services, or servers or networks connected to theServices, or violate the regulations, policies or procedures of such servers ornetworks, or interfere with another Subscribing Organization's or Member's useand enjoyment of the Services; e. attempt to gain unauthorized access to the Services, Content,other Sites, Registration Information, Site Information or PersonalInformation, or other computer systems, servers or networks connected to theServices; or f. violate (intentionally or unintentionally ) any applicablelocal, state, provincial, national or international law or regulation,including, but not limited to, regulations promulgated by the Canadian Government,any rules of any securities exchange of any jurisdiction, laws regarding thetransmission through the Services of technical data or software exported fromCanada and/or the country(ies) in which the Subscribing Organizations and/orits Members reside, and laws and regulations regarding online conduct andacceptable content of the Subscribing Organization's and its Members'transmissions, License and Site Information. TheSite Administrator may elect to designate a Site as a mature audience site.This designation is purely voluntary on the part of the SubscribingOrganization. This designation indicates that some or the entire site contentmay not be appropriate for Members under the age of 18. This designation doesnot, under any circumstances, give the Subscribing Organization or its Membersthe right to post content that is unlawful, harmful, threatening, abusive,harassing, tortuous, defamatory, vulgar, obscene, pornographic, objectionableor libelous, or promotes such activity, in HLP Group's sole discretion. Postingof such material as listed in this Paragraph 10 is a violation of these Termsof Use and will be dealt with in accordance with Paragraph 4 herein. If theSubscribing Organization designates its site as a mature audience site, HLPGroup reserves the right to visit the site either in response to a complaint,or, at its sole discretion, without having received a complaint regarding thesite. If HLP Group discovers a violation of these Terms of Use, the site may beterminated in accordance with Paragraph 4 herein. HLP Group does not monitorinformation transmitted through the Services, Site Information or use thereofexcept to the limited extent permitted in these Terms, but we have the right(but not the obligation) to delete, move or edit and to require the SubscribingOrganization to delete, move or edit any Registration, Site or PersonalInformation that violates the same. HLP Group reserves the right to examine theinformation or customer data contained within any Site, however, for the solepurpose of determining if a violation of these Terms of Use has occurred. TheSubscribing Organization must evaluate and bear all risks associated with useof any Site Information and any other information or products obtained from theServices, including any reliance on the accuracy, completeness or usefulnessthereof. 11. ANTI-SPAM POLICY HLPGroup does not condone or allow spam. The Subscribing Organization and itsMembers may not use the Services, Content, HLP Group name or servers, the SiteInformation or the Sites to email or otherwise transmit, distribute, publish ordisseminate any unsolicited advertising, survey, promotional materials,"junk email," "spam," "chain letters,""pyramid schemes," or any other form of solicitation or duplicativeor unsolicited messages (commercial or otherwise) with respect to the Sites,Site Information or any other business, product or service, and may not use theSite Name as the return address on any unsolicited communication. Withoutlimitation, Subscribing Organizations and Members may not use the "InviteOthers to This Site" feature of the Services to send e-mail communicationsto a prospective Member unless they have a reasonable basis to believe that therecipient will want to become a Member. We encourage Subscribing Organizationand its Members to help us enforce this policy. To report a violation, contactus at info@hlp.ca. HLP Group will cooperate with legal authorities in releasinginformation about Subscribing Organizations and Members who violate this Anti-SpamPolicy. 12. BACKUP HLPGroup regularly backs up the data from its Licenses and trial versions, andstores the same for a limited time. Subject to the limitations set forth inSections 4 and 5 hereof, upon the Subscribing Organization's request andpayment of the then-current fee, we will make reasonable efforts to restoreLicense Information. HLP Group will have no liability for any failure to backup or restore such License Information, or for interruptions, delay orsuspension of access to or unavailability of Site, Registration or PersonalInformation, or any loss of such Information, data or transmissions. 13. WARRANTY INFORMATION AND DISCLAIMERS WARRANTY DISCLAIMER. YOU UNDERSTAND AND AGREE THAT THE SERVICES,AND ANY ASSOCIATED SOFTWARE, ARE PROVIDED ìAS ISî AND ìAS AVAILABLE.î HLP GROUPEXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDINGWITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE OR NON-INFRINGEMENT. HLP GROUP MAKES NO WARRANTY OR REPRESENTATIONREGARDING THE SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINEDTHROUGH THE SERVICES, THE SITE, OR THAT THE SERVICES WILL MEET ANY SUBSCRIBINGORGANIZATION OR MEMBER REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERRORFREE. USE OF THE SERVICES AND THE SITE ARE AT THE SUBSCRIBING ORGANIZATIONíSAND/OR MEMBERíS SOLE RISK. THE SUBSCRIBING ORGANIZATION AND ITS MEMBERS WILL BESOLELY RESPONSIBLE FOR ANY DAMAGE TO THE SUBSCRIBING ORGANIZATION, THE MEMBER,THE SITE, AND ANY LINKED SITES RESULTING FROM THE USE OF SUCH SERVICES ORWEBSITE. Because some states, provinces and jurisdictions do not allowlimitations on implied warranties, the above limitation may not apply to eitherthe Subscribing Organization or the Member. In that event, such warranties arelimited to the minimum warranty scope and period allowed by applicable law. 14. INDEMNITY Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, IN NO EVENT WILL HLP GROUP OR HLP GROUP SUPPLIERS OR AFFILIATESBE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIALDAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESSPROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, PROCUREMENT OFSUBSTITUTE GOODS AND/OR SERVICES, OR ANY OTHER PECUNIARY LOSS) INCLUDING BUTNOT LIMITED TO CLAIMS ARISING OUT OF, OR RESULTING FROM THE USE OF OR INABILITYTO USE THE SERVICES, THE SITE, OR ASSOCIATED SOFTWARE, WHETHER ARISING IN TORT(INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF HLP GROUPHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, HLP GROUPíSMAXIMUM CUMULATIVE LIABILITY AND THE SUBSCRIBING ORGANIZATIONíS AND ITSMEMBERSí EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THISAGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE SUBSCRIBINGORGANIZATION FOR THE SERVICES (EXCLUDING ANY PER USE OR PROFESSIONAL SERVICEFEES) IN THE PREVIOUS 12 MONTHS EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIALPURPOSE. Because some states, provinces and jurisdictions do not allowlimitation of liability in certain instances, portions of the above limitationmay not apply to either the Subscribing Organization or its Members. 15. PROPRIETARY RIGHTS TheServices, and all Content, and all trademarks, including but not limited to allmaterial distributed or presented to the Subscribing Organization or itsMembers through the Services by HLP Group or its Third Party Providers or onthe Linked Sites, and all rights and intellectual property rights therein, arethe sole property of HLP Group, or its Third Party Providers, and are protectedby copyrights, trademarks, service marks, patents or other proprietary rightsand laws. Any comments, suggestions or ideas or other information submitted toHLP Group through this Website, in writing, by e-mail or otherwise to HLP Groupwill be the property of HLP Group and HLP Group will have all rights thereinwithout any obligation to compensate the Subscribing Organization or itsMembers. All License Information will remain the sole property of theSubscribing Organization, its Members or any party with rights therein. Anyrights not expressly granted herein are reserved. Allmaterials published by HLP Group and its Third Party Providers, including butnot limited to text, graphics, names, logos, service marks and trademarks, andinformation contained on any Linked Sites (collectively, the"Content") are the property of or controlled by HLP Group or theparty credited as the provider of the Content. TheSubscribing Organization and its Members will respect all proprietary rights ofHLP Group and its Third Party Providers in and to the Content, Site Name,Services, and License, any products or other services obtained therefrom. 16. MISCELLANEOUS a. Assignment. Neither party may assign or delegate theirrespective obligations under this Agreement either in whole or in part, withoutthe prior written consent of the other party. Notwithstanding the foregoing,either party may assign their rights and obligations under this Agreement asthe result of a merger, consolidation, acquisition or the sale of all orsubstantially all of the assets of the assigning party and HLP Group may assignits rights and delegate its obligations in whole or in part to an affiliate,provided that either party may terminate this agreement upon 10 days notice, ifthe assignee can be reasonably considered a competitor of the non-assigningparty. b. Governing Law. This Agreement will be governed by andconstrued in accordance with the laws of the c. Interpretation and Conflicting Terms.This Agreement will beinterpreted fairly in accordance with its terms and without any strictconstruction in favor of or against either party. This Agreement constitutesthe entire agreement between the parties with respect to the subject matterhereof, and supersedes and replaces all prior or contemporaneous understandingsor agreements, written or oral, regarding such subject matter. HLP Group shallnot be bound by terms additional to or different from those in this Agreementthat appear in Your acknowledgements, purchase orders, quotations, priorunderstandings, or in any other communications between the parties, unless suchterms are expressly agreed to by amendment to this Agreement, and are executedby both You and HLP Group. d. Force Majeure. Except for Your obligation to pay for theServices rendered, neither party will be responsible for failure of performancedue to causes beyond its control. Such causes include (without limitation)accidents, acts of God, labor disputes, actions of any government agency,shortage of materials, acts of terrorism, or the stability or availability ofthe Internet or a portion thereof. e. Waivers. The waiver of any one breach, default orright granted under this Agreement will not constitute the waiver of anysubsequent breach, default or right granted. Any provision of this Agreementheld to be illegal or unenforceable will be deemed amended to conform toapplicable laws or regulations, or if it cannot be so amended withoutmaterially altering the intention of the parties, it will be stricken and theremainder of this Agreement will continue in full force and effect. f. Use of the Services. g. Apache foundation. |
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