SOCIALHP TERMS AND CONDITIONS

These Terms and Conditions (“Terms” or this “Agreement”) govern the purchase of licenses to the Software, the access to Services and the use of the SocialHP website available at http://www.socialhp.com (“Website”) by the Client and its Users (“you”, “your”, and terms of similar meaning) made available by SocialHP.com Media Inc. o/a SocialHP (“we”, “us”, “Provider” and terms of similar meaning) and its suppliers.

By (a) accepting or executing an Order Form that references these Terms, (b) clicking a box indicating acceptance, or (c) otherwise accessing or using the Services or the Website, you agree to be bound by these Terms, and all terms, policies and guidelines incorporated by reference in these Terms.

If the individual accepting this Agreement is accepting on behalf of a company or legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Terms, in which case the term “Client” or “User” (as the case may be) shall refer to such entity and its affiliates. If the individual accepting this Agreement does not have such authority, or does not agree with these Terms, such individual must not accept this Agreement and may not use the Services or the Website.

Order Forms are automatically deemed to include all of the terms and conditions of these Terms; provided that whenever the provisions of the Order Form expressly conflict with these Terms, the conflicting provisions of the Order Form control and shall take precedence over the conflicting provisions of the Terms.

1.1 “Administrator” means a person or persons assigned by the Client to have the authority to act as the administrator of the license or subscription on behalf of the Client.

1.2 “Additional Services” means the additional services offered by the Provider as more particularly described in the Order Form and any additional Schedules. Additional Services may include software customization and configuration, additional training and support and other services made available by the Provider from time to time.

1.3 “Anti-Spam Law” means any applicable federal, state, provincial and local laws, regulations and rules governing the sending of commercial electronic messages.

1.4 “Applicable Law” means all applicable requirements, laws, statutes, codes, acts, ordinances, orders, decrees, injunctions, by-laws, rules, regulations, permits, licenses, authorizations, directions and agreements with all applicable government authorities, agencies, bodies or departments, having jurisdiction over this Agreement or the supply or use of the Services.

1.5 “Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Toronto, Ontario.

1.6 “Client” shall mean the individual or organization who is bound by the terms of the Order Form and these Terms.

1.7 “Client Data” means any data or content inputted into the Software by the Client or any of its Users and hosted on the servers of the Cloud Providers, which may include, without limitation, the Personal Information of a User.

1.8 “Cloud Providers” has the meaning given in Section 5.1.

1.9 “Fees” means the fees to be paid by the Client pursuant to the Order Form, these Terms and any applicable Schedules.

1.10 “Personal Information” means any information relating to identifiable individuals, the collection, use or disclosure of which is regulated by Privacy Laws.

1.11 “Privacy Laws” means any applicable federal, state, provincial and local laws, regulations and rules governing the collection, use and disclosure of information relating to identifiable individuals.

1.12 “Schedule” means a schedule, which is attached to these Terms, the Order Form or which may be added hereafter by written agreement of the parties.

1.13 “Services” means the use of the Software, the Additional Services and other related services to be provided by the Provider to the Client pursuant to the Order Form or any Schedule.

1.14 “Software” means the SocialHP software as a service (SaaS) platform, any related content and other software products made available by the Provider from time to time, which are licensed to the Client and the number of User licenses purchased by the Client pursuant to the terms of the Order Form.

1.15 “Order Form” means the SocialHP Order Form entered into between the Client and the Provider, including any Schedules, addenda and supplements thereto.

1.16 “Term” shall have the meaning given in Section 12.1.

1.17 “User” means an individual user who (i) is permitted to use the Software; and (ii) agreed to these Terms. Users may include employees or contractors of the Client who are authorized to use the Services.

1.18 “Work Product” means all software (including object and source code), computer system designs, software architectural design, visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, documentation, inventions (whether or not patentable or reduced to practice), developments or like materials, trade secrets, print material, data, processes, methods, improvements or enhancements that Provider makes, conceives, or devises, either solely or jointly with Customer, in the course of the providing the Additional Services performed under any Order Form or Schedule. Work Product specifically excludes any third party or open source material or software which shall be licensed under such Order Form or Schedule.

2.1 Updates to Services. The Client acknowledges that the Services offered by the Provider may evolve or change from time to time without prior notice to the Client. This may include releases of new features, tools or resources, which shall form part of the Services. The Provider may also suspend (temporarily or permanently) providing certain features or any part of the Services to the Client, its users, or its customers generally without prior notice.

2.2 Third Party Services and Social Networks. The Services permit the Client and its Users to connect to social networking sites, applications and messaging platforms that are supported through the Software (such as LinkedIn, Twitter, Facebook, Instagram) (“Social Networks”) and other third-party service providers (collectively, “Third Party Services”). Some of the Services depend on the availability of such Social Networks and Third-Party Services, and the features and functionality they make available. The Client acknowledges that the Provider does not have any control of and shall have no liability to the Client or any User as a result of any changes to, or the availability of, features or functionality of such Social Networks and Third-Party Services. The Services offered by the Provider may be changed because of a change to Third Party Services. The Social Networks and Third-Party Services may also make certain content available to Users. The Provider shall no liability to the Client or any User for any third-party content made available through such Social Networks and Third-Party Services.

3.1 Privacy Policy and Security. Please refer to the privacy policy by clicking here (the “Privacy Policy”) for information on how we or our licensors collect, use and disclose your Personal Information. By using the Services and the Website, you agree to the use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.

3.2 Additional Policies. In addition, by using the Software, you agree to be bound by any additional policies, guidelines, rules, obligations, agreements or documents communicated through the Software, including, without limitation, as applicable, any policies referred to in these Terms. For example, we may post additional policies, guidelines, rules, obligations or agreements that specifically relate to your use of the Software. You agree to comply with such policies, guidelines, rules, obligations or agreements even if they are not identified in these Terms.

4.1 Provisioning and User Accounts. Upon agreeing to an Order Form, the Provider will create the Software environment and provision a User account (“User Account”) for the initial Administrator of the Client. The Initial Administrator may add other Administrators and authorize Users subject to the limitations and additional terms described in the Order Form. The Initial Administrator and other Administrators shall be deemed to have the authority to manage (including adding and removing) Users. Administrators may deactivate any User if the Administrator wishes to terminate access to the Services for any User. Access to specific features of the Services may only be available to specific user types.

4.2 Registration. Upon logging into the Software for the first time, additional Administrators and all Users will be prompted to register for a User Account. Administrators and Users agree to: (a) provide accurate, current and complete information as may be prompted by any registration forms on the Software (“Registration Data”); (b) maintain the security of the their password; (c) maintain and promptly update the Registration Data, and any other information the they provide to the Software, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information provided to Provider. The Client shall be responsible for all activity by Users on the Software, including the activity performed on the Software through the User Accounts by an agent, representative, employee (including former employees who maintained access to the Services), or any other person acting on behalf of such User. It is the responsibility of the Client (through its Administrators) to delete User Accounts or otherwise remove access to Users who should no longer be active (e.g. a User who is no longer an employee or contractor of the Client).

5.1 License to Software. Provider hereby grants to Client and authorized Users a non-exclusive, non-transferable license to use the Software and solely permit the Client and Users to use the functionality contained within the Software for legitimate purposes during the Term.

5.2 License Restrictions. Except as set forth in this Agreement, the Order Form, any Schedule and to the extent contrary by Applicable Law: the Client and User may not (a) make or distribute copies of the Software; (b) alter, copy, merge, adapt, reformat, download, or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software through automated or other means to a human-perceivable form, including, without limitation, using the Services in conjunction with, or combining content therefrom with, content obtained through scraping or any other means outside the Services, or any part thereto; (c) sell, rent, share, lease, transfer, distribute, display, host or sublicense the Software (except as is incidental or necessary for the provision of the Software to Users); (d) modify the Software or create derivative works based upon the Software; provided however that the foregoing will not restrict Client’s rights to exploit any Client Data which may be incorporated into, reside in, or form a part of the Software; (e) use the Services in a manner that breaches the rights of any third party, any contract (including this Agreement or Third Party Licenses) or legal duty or violate any Applicable Law; (f) copy the Services or any part, feature, function or user interface thereof; (g) access or use the Services in any way for the purposes of competing with the Services or in order to build a competitive product or service; and/or (h) use the Services other than for its intended purposes, including, without limitation, in a manner that, as determined by the Provider in its sole discretion, constitutes excessive or abusive usage.

6.1 Hosting. The Provider will cause the Software and all Client Data to be hosted on cloud servers maintained by one or more reputable third-party providers in Canada and/or the United States.

6.2 Support. Support Services are provided to the Client and its Users in accordance with the terms of the Provider’s Service Level Agreement, which shall be considered as a Schedule to this Agreement.

7.1 General Procurement Agreement. In addition to the Additional Services described in the Order Form, the Client and the Provider may sign one (1) or more Schedules with respect to Additional Services to be supplied by the Provider and acquired by the Client. Each Schedule shall contain a statement of the Additional Services to be provided pursuant to the Schedule, the applicable Fees, and the expectations of the parties as to the timing of performance of the Additional Services pursuant to such Schedule.

7.2 Order of Interpretation. Each Schedule is automatically deemed to include all the terms and conditions of the Order Form and these Terms; provided that whenever the provisions of a Schedule expressly conflict with the Order Form or these Terms, the agreements should be interpreted in the following order: (a) the conflicting provisions of the Schedule control and take precedence over the conflicting provisions of the Order Form and these Terms, then (b) the conflicting provisions of the Order Form shall take precedence over the conflicting provisions of these Terms.

7.3 Change Request. If the Client wishes at any time to request a change in the Additional Services under the Order Form or a particular Schedule, or if the Client requests the Provider to provide Additional Services outside the scope of the Additional Services that are specifically specified in the Order Form or a Schedule, the parties will work towards the execution of a new Schedule outlining the Additional Services.

7.4 Services. The Provider shall in all material respects perform the Additional Services in accordance with the Order Form, these Terms and the applicable Schedule(s), and in a timely, diligent and professional manner. However, the timely and effective completion of the Additional Services requires the successful co-operation of the parties and the timely performance by each of them of their obligations hereunder, including delivery by Client to Provider of information and materials and the timely performance by Client of the various activities, in each case either expressly or implicitly described in the Order Form or a Schedule, as the case may be.

8.1 Client Representations and Warranties. The Client represents and warrants that:

• the Client’s use of the Services and the use of the Services by the Client’s Users will (i) be consistent with this Agreement and any licenses provided; and (ii) comply with Applicable Law including any applicable Anti-Spam Law;
• it has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement;
• the Client is solely responsible for providing, updating, uploading, modifying and maintaining the Client Data; and
• the Client shall be liable for the acts and omissions of any of its Users, directors, officers, employees, contractors, representatives or agents as if such act or omission were an act or omission of the Client.

8.2 Client Indemnity Regarding Use of Services and Client Data. The Client shall be solely responsible for all inputs, selection and use of the Services and all Client Data or other data transmitted, received or created using the Services, even if transmitted, received or created by someone else (including, without limitation a client or other User of the Client), and the Client agrees to defend, indemnify and hold the Provider, its directors, officers, employees, agents, contractors and affiliates harmless from any loss, damage or liability which may result therefrom or from any breach by the Client or its Users of this Agreement.

8.3 Acceptable Use of the Services. The Client and its Users may not:

• use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful, threatening, abusive, harassing, tortious, indecent, obscene, libelous, menacing, offensive or invasive of another person’s privacy use or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, threatening, abusive, harassing, tortious, indecent, obscene, libelous, menacing, offensive or invasive of another person’s privacy;
• use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device;
• interfere with or disrupt the Services or servers or networks connected to the Services or disobey any requirements, procedures, policies or regulations of networks connected to the Services or misuse the Software by introducing viruses, defects, trojans, worms, logic bombs or other material or item which is technologically harmful or destructive in nature;
• attempt to gain unauthorized access to the Software, the server on which the Software is stored, or any server, computer or database;
• remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials the Client or its Users receives or accesses pursuant to these Terms;
• make network connections to any users, hosts, or networks unless the Client has permission to communicate with them;
• distribute, publish, send or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising or solicitations (like ‘spam’), including commercial advertising and informational announcements; and/or
• use the Services in any way so as to bring the Services, or any part thereof or any third-party related thereto, or the Provider into disrepute.

The Provider reserves the right, but does not assume the obligation, to investigate any violation of this Section or misuse of the Services.

8.4 Usage Limitations. The Client and its Users usage of the Software may be subject to usage limits specified in the Order Form or any usage limitation policy implemented by the Provider and made available on the Provider’s website from time to time. The Provider will provide the Client with notice in advance of implementing or modifying any usage limitation. The Provider shall provide notice to the Client if the Client or its Users exceed any implemented usage limitations. If the Client and/or its Users continue to exceed such usage limitations, the Provider may, in its sole discretion (a) require the Client to execute an amended Order Form with updated fees reflective of the Client’s usage; or (b) invoice the Client for such additional usage at its then current rates in accordance with the payment terms described in these Terms. The Provider reserves the right to suspend or impose restrictions on the Services if the Client fails to enter into an amended Order Form or pay for excess usage.

9.1 Fees. In consideration for the Services described herein, the Client shall pay to the Provider the Fees more particularly described in the Order Form and any applicable Schedules. Except as otherwise specified herein or in the Order Form, (i) the Fees are based on the Services purchased and not actual usage, (ii) payment obligations are non-cancelable and Fees paid are non-refundable, and (iii) an order or subscription type (pertaining to certain User quantities) cannot be decreased during the relevant subscription term.

9.2 Change to Fees. The Provider reserves the right to introduce or change any Fees on or related to the Services from time to time, upon providing you with thirty (30) days advanced written notice, by e-mailing the Administrator(s) of the Client. If the Client does not accept the changed or new Fee, the Client must terminate these Terms or amend its Services prior to the end of the thirty (30) day period. After such period, if the Terms are not terminated or the Services are not amended, the Client or any of its Users continued use or purchase of the Services after the effective date of the change indicates the Client’s agreement with the new or changed Fees.

9.3 Invoices and Payments. The Provider shall invoice the Client, in advance, for the Services in accordance with the terms of the Order Form. The Client shall pay such invoices within five (5) calendar days of receipt (or such other time as specified in the Order Form or any Schedule). Taxes shall be identified and shown as separate items on each invoice. Late payments are subject to interest in the amount of 3.5% per month on overdue amounts, up to 42% per annum.

9.4 Taxes. The Client shall be responsible for all applicable sales, goods and services, harmonized sales, value added, use, excise, other similar taxes, levies and charges not otherwise included in the Fees imposed by applicable tax authorities on the provision of Services hereunder. The Client shall pay to the Provider such taxes, levies and charges which the Provider is registered to charge and collect.

9.5 Suspension of Service and Acceleration. If any charge owing by the Client under these Terms or any other agreement is thirty (30) days or more overdue, the Provider may, without limiting its other rights and remedies, accelerate the Client’s unpaid fee obligations under such agreements, so that all such obligations become immediately due and payable, and suspend the Services until such amounts are paid in full.

10.1 Ownership of the Software and Work Product. Except for any grant of licenses in this Agreement or as otherwise expressly provided in this Agreement, the Provider and its licensors, as applicable, shall retain all copyright, patent rights, trade secret rights, trademarks and other proprietary rights or interests (“Intellectual Property Rights”) in the Software and any Work Product created as part of the Additional Services. Nothing in this Agreement, the Order Form, or any Schedules shall be deemed to convey to the Client or any other party, any ownership right, in or to Software or the Work Product.

10.2 Ownership of Client Data. The Provider acknowledges and agrees that, as between the Parties, the Client is the sole and exclusive owner of the Client Data, and that no right or interest in the Client Data, other than pursuant to Section 9.3 of this Agreement, and will be collected, handled and used by the Provider only in compliance with the terms of this Agreement.

10.3 License from Client to Provider. The Client hereby grants to the Provider a non-exclusive, royalty-free, non-transferable, limited right to use during the Term, Client Data provided to the Provider solely to perform Services pursuant to this Agreement.

10.4 All Other Rights Reserved, Further Assurances. Except as expressly set forth herein or in the Order Form or a Schedule, all Intellectual Property Rights are expressly reserved by the parties. The Client or the Provider, as applicable, shall execute and deliver such instruments and take such other steps as may be requested by the Provider or the Client, as applicable, from time to time in order to give effect to the provisions of this Article.

10.5 Privacy Laws. The Client and authorized Users represent that (a) they have complied with all applicable Privacy Laws in connection with the collection, use and disclosure of Personal Information, and the provision of Personal Information to the Provider complies with all applicable Privacy Laws; and (b) all individuals to whom such Personal Information relates have consented to the Provider’s collection, use and disclosure of such Personal Information for the purposes disclosed in this Agreement or our Privacy Policy.

10.6 Third Party/Open Source Software. The Software may contain third party software and/or open source software, which may be subject to third party licenses and require notices and/or additional terms and conditions (“Third Party Licenses”). By accepting these Terms, the Client and its Users are also accepting the Third-Party Licenses, if any, set forth therein. These Third-Party Licenses are made a part of and incorporated into these Terms. To view the Third-Party Licenses, please contact info@socialhp.com.

10.7 Third-Party Services and Content. The Software may also contain third-party content (“Third-Party Content”), including via Social Networks and Third-Party Services. The Client and each User may view, access or use such Third- Party Services and Third-Party Content at their own risk. The Provider does not monitor or have any control over, and makes no claim or representation regarding, Third-Party Content or Third-Party Services. A link to a Third-Party Service or Third-Party Content does not imply the Provider’s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Service or Third-Party Content. The Provider accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content or Third-Party Services. When a User leaves the Software, these Terms no longer govern. The Client and each User are responsible for reviewing the applicable terms and policies, including, without limitation, privacy and data gathering practices of any Third-Party Service, and the Client and User should make whatever investigation he/she/it feels necessary or appropriate before proceeding with any transaction with any third party.

10.8 License by Client to Use Feedback. The Client grants the Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by the Client or Users relating to the operation of the Software or the Services.

11.1 Disclaimer. Except as set out in the Order Form, these Terms or any Schedule, the Services are provided to the Client and authorized Users on an “as is” basis, without warranties from the Provider of any kind, either express or implied. The Provider expressly disclaims all other warranties, express or implied, including, without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, unless otherwise specified in the applicable Order Form. The Provider does not warrant that the Services will be error-free or will operate without interruption.

11.2 No Indirect, Etc. Damages. Under no circumstances shall either party be liable to the other party for any claim for (i) indirect, incidental, special or consequential damages, (ii) loss or inaccuracy of data or cost of procurement of substitute goods, services or technology, (iii) compensation for loss of profits, anticipated revenue, savings or goodwill, or (iii) exemplary, aggravated or punitive damages howsoever incurred; in each case under any theory of law or equity, arising out of or in any way related to these Terms, the Order Form, any Schedules or any Services, even if advised of the possibility thereof. The Provider shall not be responsible for any matter beyond its reasonable control.

11.3 Limitation of Aggregate Liability. Except as otherwise specifically provided under these Terms, the liability of either party for any claim, demand or cause of action whether based on contract, tort (including negligence) or otherwise, or for any losses, damages, costs and expense (including but not limited to legal fees) (collectively, “Losses”) arising out of or resulting from this Agreement shall not exceed the Fees paid or payable by the Client to the Provider under this Agreement in the six (6) months preceding the Loss.

11.4 Reasonableness of Limitations. The Provider, the Client and Users agree that the limitations contained in this Section 10 are reasonable in scope and form an integral part of this Agreement.

12.1 Indemnity by Client. The Client agrees to defend, indemnify and hold the Provider, its directors, officers, employees, agents, contractors and affiliates, harmless from any loss, damage or liability, including all reasonable legal costs, that the Provider may incur as a result of or in connection with any third party claim relating to or resulting from any negligence, willful misconduct or breach by the Client or its Users of the Client’s or its Users’ obligations under this Agreement, including its obligation to comply with all Applicable Law.

12.2 Indemnity by Provider. The Provider agrees to defend, indemnify and hold the Client, its Users, directors, officers, employees, agents, contractors and affiliates, harmless from any loss, damage or liability, including all reasonable legal costs, that the Client may incur as a result of or in connection with any third-party claim relating to or resulting from any breach by the Provider of the Provider’s obligations under this Agreement, including its obligation to comply with all Applicable Law.

13.1 Term. The term of this Agreement (“Term”) shall commence on the Effective Date or date of acceptance of these Terms set out in the Order Form and will continue for the length of time described in the Order Form as the Initial Term (“Initial Term”). Thereafter, this Agreement will automatically renew for successive terms equal to the length of time of the Initial Term (“Renewal Terms”), unless terminated in accordance with this Agreement.

13.2 Termination.

• Prior to Renewal. Either party may terminate this Agreement by providing written notice to the other party at least thirty (30) days prior to the end of the then current term. For greater certainty, such notice may be given prior to the end of such current term, but will only take effect at the end of the then current term.
• Breach. Either party may terminate this Agreement if the other party materially breaches this Agreement, including any failure to make payments when due, and such other party fails to cure such breach in all material respects within thirty (30) days after being given notice of the breach from the non-breaching party.
• Insolvency. Either party may terminate this Agreement, upon written notice to the other party, if such other party is subject to proceedings in bankruptcy or insolvency, voluntarily or involuntarily, if a receiver is appointed with or without the other party’s consent, if the other party assigns its property to its creditors or performs any other act of bankruptcy, or if the other party becomes insolvent and cannot pay its debts when they are due.

13.3 Early Termination. If this Agreement is terminated pursuant to Section 12.2 prior to the end of such current term, the Client shall pay to the Provider, as liquidated damages and not a penalty, an amount equal to the total monthly Fees (as described in the Order Form) multiplied by the number of months remaining prior to the end of such current term.

13.4 Termination and Suspension of Users. Notwithstanding any provision of these Terms, the Provider reserves the right, in its sole discretion, without any notice or liability to the Client or any User, to (a) terminate a User’s license to use the Software, or any portion thereof; (b) block or prevent a User’s future access to and use of all or any portion of the Software; (c) change, suspend, or discontinue any aspect of the Software; and (d) impose limits on the Software.

13.5 Effect of Termination. If this Agreement is terminated in accordance with Section 12.2, then:

• Each party shall promptly deliver to the other party, all papers, databases, documents, software programs, and other tangible items (including copies) constituting the other party’s Confidential Information in its possession or under its control, or on request, destroy such materials and certify that it has done so;
• upon a request by the Client within thirty (30) days of termination, the Provider will within fifteen (15) days of such request, provide to the Client a copy of the Client Data in a format that is readable using commercially available third party software and or the Software, including .csv, .xls and .xlsx formats; and
• upon a request by the Client within thirty (30) days of termination, the Provider will delete and cause to be deleted all Client Data from all computer systems owned and controlled by the Provider.

14.1 Definition of Confidential Information. “Confidential Information” means all information, documentation, databases, software, designs, drawings, pictures or other images (whether still or moving), sounds and content disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Client’s Confidential Information includes Client Data. The Provider’s Confidential Information includes the Software, the Services and the terms and conditions of these Terms. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was in the lawful possession of or was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) is independently developed by the Receiving Party, which independent development can be shown by written evidence.

14.2 Protection of Confidential Information. The Receiving Party will (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms; and (c) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

14.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law, by any court of competent jurisdiction or by any regulatory or administrative body to do so, provided the Receiving Party, if permitted by law, gives the Disclosing Party prior notice of the compelled disclosure.

14.4 Destruction. The Receiving Party, upon the request of the Disclosing Party or within thirty (30) days after termination of these Terms (whichever is earlier), agrees to return and cause its representatives to return, all copies of Confidential Information belonging to or provided by the Disclosing Party or destroy such copies as directed by the Disclosing Party and certify their destruction.

14.5 Indemnity. The Receiving Party agrees to indemnify and hold the Disclosing Party harmless from and against all loss or damage or any kind and nature suffered by the Disclosing Party as a result of any breach by it or its representatives of its obligations relating to confidentiality contained in this Section 13 .

15.1 Governing Law. These Terms, the Order Form and all Schedules shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. These Terms, the Order Form and all Schedules shall be treated, in all respects, as an Ontario contract.

15.2 Survival. Any terms and conditions of these Terms which by their nature extend beyond termination of these Terms shall survive such termination. This includes, without limitation Section 9 (Intellectual Property, Client Data and Privacy) (but not section 9.3 (License from Client to Provider)), Section 10 (Disclaimer and Limitation of Liability), Section 11 (Indemnification), Section 12.5 (Effect of Termination), Section 13 (Confidentiality) and applicable provisions of Section 14 (General).

15.3 Dispute Resolution.

• This Section 14.3 sets out the process (the “Dispute Resolution Process”) for resolving all disputes, issues, controversies, and/or claims arising out of or in connection with these Terms, the Order Form or any Schedule, or in respect of any legal relationship associated with or derived from these Terms, the Order Form, or any Schedule (“Disputes”).
• Either party may initiate the Dispute Resolution Process by sending a notice of a Dispute (a “Dispute Notice”) to the other party. Upon delivery of a Dispute Notice to either party, each party shall appoint a knowledgeable, responsible, non-lawyer, management representative to meet and negotiate in good faith with the representative of the other party in order to resolve the Dispute.
• All Disputes that are not resolved within thirty (30) days following delivery of a Dispute Notice shall be arbitrated and finally resolved, with no right of appeal, even on questions of law, pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario, Canada. The language of the arbitration shall be English.
• Notwithstanding anything contained in these Terms to the contrary, either party shall be entitled to seek injunctive or other equitable relief from a court of competent jurisdiction whenever the facts or circumstances would permit a party to seek such relief.

15.4 Relationship. The relationship between the Client and the Provider will at all times be one of independent contractor and nothing herein shall be construed as implying an employment, partnership, or joint venture relationship. The Provider is not an employee of the Client and is not entitled to any benefits that the Client may provide to its employees. Nothing herein shall be construed as empowering either party to act as a representative or agent of the other party. Neither party shall have the authority to enter into any contract, nor to assume any liability, on behalf of the other party, nor to bind or commit the other party in any manner, except as expressly provided in these Terms.

15.5 Force Majeure. Except as expressly provided otherwise in these Terms, dates and times by which the Client or the Provider is required to perform under these Terms, the Order Form, or a Schedule (except for any payment obligation) will be postponed automatically to the extent and for the period of time that the Client or the Provider, as the case may be, is prevented by causes outside of its reasonable control from meeting such dates and times by reason of any cause beyond its reasonable control (provided that a lack of financial resources shall not constitute an event beyond the reasonable control of a party). The following events are deemed to be outside of a party’s reasonable control: acts of God, acts of government, acts of war, civil or military unrest, acts of public enemies, epidemics, pandemics, riots, fire, unavailability of communications or electrical power service provided by third parties, governmental regulations superimposed after the fact and earthquakes, explosions, floods or other disasters provided that such causes could not have been reasonably foreseen and the risk and/or consequences of such causes mitigated on a commercially reasonable basis. The parties agree that an event shall not be considered to beyond reasonable control if a reasonable business person applying due diligence in the same or similar circumstances under the same or similar obligations as the provisions of the Order Form or Schedule would have put in place contingency plans to either materially mitigate or negate the effects of such event. A party seeking to rely on this Section must (i) notify the other party immediately and in detail of the anticipated or actual commencement of and the cause of postponement; (ii) notify the other party promptly of any material changes in the circumstances which resulted in the postponement including when the reason for the postponement is at an end; and (iii) use diligent efforts to avoid or remove such cause of non-performance and to minimize the consequences thereof, including utilizing all resources reasonably required in the circumstances including without limitation obtaining supplies or services from other resources if they are reasonably available.

15.6 Non-Solicitation. During the Term and for a period of one (1) year following termination of these Terms for any reason, neither party may, directly or indirectly, (a) solicit for employment any employee or independent contractor of the other party who was materially involved in the performance of these Terms; or (b) induce or attempt to induce any employee or independent contractor of the other party who was materially involved in the performance of these Terms to leave his or her employ or contract, as applicable, with such other party. The foregoing will not prevent either party from hiring any employee or independent contractor who responds to a job posting or advertisement that is not specifically targeted at such employee or independent contractor.

15.7 Currency. Unless otherwise specified in the Order Form, all references to amounts of money in these Terms, the Order Form or any Schedule refer to United States (USD) currency.

15.8 Notices. Notices that we give to you (other than notice of amendment of these Terms), may be provided in any of the following ways. First, we may email the Administrator(s) at the contact information provided in the Order Form or any Registration Data. Second, we may post a notice on the Provider’s website. It is your responsibility to periodically review the Provider’s website for notices. The Client may provide notice to the Provider by e-mailing the Provider.

15.9 Successors and Assigns. These Terms shall enure to the benefit of, and be binding on, the parties and their respective successors and permitted assigns. The Provider may assign these Terms, the Order Form or any Schedule or any obligation hereunder, in its sole discretion. The Client may not assign these Terms, the Order Form or any Schedule without the prior written consent of the Provider.

15.10 Severability. Any provision of these Terms which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of these Terms, all without affecting the remaining provisions of these Terms or affecting the validity or enforceability of such provision in any other jurisdiction.

15.11 Entire Agreement. These Terms, the Order Form and the Schedules constitute the entire agreement between the parties with respect to the subject matter of these Terms and supersedes all previous negotiations, proposals, commitments, writings and understandings of any nature whatsoever.

15.12 Waiver. No term or provision of these Terms is deemed waived and no breach excused, unless the waiver or consent is in writing and signed by the party claiming to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether expressed or implied, does not constitute a consent to, waiver of, or excuse for, any other different or subsequent breach.

15.13 Fully Negotiated Agreement. The Client and the Provider acknowledge and agree that all of the provisions of these Terms, the Order Form and all Schedules have been fully negotiated, that neither of them shall be deemed the drafter of these Terms and that, in construing these Terms including an Order Form or any Schedule, in case of any claim that any provision hereof may be ambiguous, no such provision shall be construed in favour of one party on the ground that such provision was drafted by the other party.

15.14 Language. The parties have required that these Terms, the Order Form and all Schedules and all deeds, documents and notices relating to these Terms be drawn up in the English language. Les parties aux présentes ont exigé que le présent contrat et tous autres contrats, documents ou avis afférents aux présentes soient rédigés en langue anglaise.

15.15 Modification of Terms. The Provider may modify these Terms at any time by (a) posting a notice on the Provider’s website or on the Software; or (b) by e-mailing the Administrator(s) of the Client. The Provider will also update the “Last Updated” date at the top of this Agreement. You are responsible for checking these Terms whenever you access or use the Services. By continuing to access or use the Services, you are indicating that you agree to be bound by the modified terms. If the modified terms are not acceptable to you, you must stop accessing and using the Services.

15.16 Questions. If you have any questions regarding these Terms or your use of the Services, please contact us here:

info@socialhp.com