YOUR RIGHTS AND RESPONSIBILITIES ARE DETERMINED BY THE FOLLOWING. IT IS VERY IMPORTANTTHAT YOU READ, UNDERSTAND AND AGREE TO THESE TERMS AND CONDITIONS.

These Terms and Conditions are entered into between Knowledge Engineers Inc (“HRSmartFlow.Com”) and you and the entity you are authorized to represent (“you”), and you accept them by acknowledging agreement with these Terms and Conditions. You represent that you are able to legally enter into this agreement and that if you are using this Site on behalf of your employer, you represent and warrant that you are authorized to accept these Terms and Conditions on your employer’s behalf, and that your employer agrees to indemnify you and HRSmartFlow.Com for violations of these Terms and Conditions. YOU MUST CONSENT TO THESE TERMS AND CONDITIONS TO ACCESS AND/OR USE THIS SITE AND/OR THE SERVICES PROVIDED.

You acknowledge having read, understood and agreed to the following:

General Disclaimers and Limitations of Liability

(a) HRSmartFlow.Com attempts to ensure that all information provided and/or services rendered, whether on this website or otherwise, is accurate, complete and timely. All information provided and/or services rendered by HRSmartFlow.Com is provided on an “as is” and “as available” basis with no guarantee of completeness, accuracy, timeliness and without warranty or representation of any kind, either express or implied, including, but not limited to, a warranty that the information and/or services provided are fit for any particular purpose. Any reliance upon the information provided by HRSmartFlow.Com is solely at the user’s own risk.

(b) HRSmartFlow.Com shall not be liable for system failures or interruptions affecting the HRSmartFlow.Com website, or any errors or omissions, or for the results obtained from using this website. In no event shall HRSmartFlow.Com, our related partnerships or corporations, or the partners, directors, officers, agents or employees of HRSmartFlow.Com be liable for any decision made or action taken in reliance upon the information contained on the website or conveyed to you by HRSmartFlow.Com, including but not limited to any direct, indirect, special, incidental, consequential or punitive damages whatsoever and however caused, arising out of or in connection with the use of the information or services provided or as a result of reliance upon the information or services provided, including any lost profits, or any other pecuniary loss, whether such action is in contract, tort, statutorily or otherwise, even if advised of the possibility of such damages.

(b) You agree that any legal action brought by you as against HRSmartFlow.Com shall be brought within one (1) year of the occurrence of the damage, and no later.

(c) In the event that a court does find HRSmartFlow.Com liable to you in any way whatsoever, you agree that the extent of such liability will be limited to an aggregate of two (2) percent of the amount remitted by you to HRSmartFlow.Com in the last calendar year, or $50,000.00, both including legal fees, whichever is less.

(d) You agree that these limitations and conditions are an informed voluntary allocation of responsibility, which constitutes a material aspect of this agreement.

Intellectual Property

(a) All of the content of the HRSmartFlow.Com website, the design and layout of the website and any material e-mailed to you or otherwise supplied to you by HRSmartFlow.Com is the copyright property of HRSmartFlow.Com. You may not reproduce or publicize this information in any way whatsoever except in accordance with these Terms and Conditions without the express prior written permission of HRSmartFlow.Com.

(b) HRSmartFlow.com gives you a personal, revocable, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by HRSmartFlow.Com through this website. This license is for the sole purpose of enabling you to use and enjoy the benefit of the services as provided by HRSmartFlow.Com, in the manner permitted by these Terms and Conditions.

(c) You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the software or any part thereof, unless this is expressly permitted or required by law, or unless you have the express prior written permission of HRSmartFlow.Com. You may not assign (or grant a sub-license of) your rights to use the software, grant a security interest in or over your rights to use the software, or otherwise transfer any part of your rights to use the software without the prior written permission of HRSmartFlow.com.

(d) All of the trademarks and trade names reproduced on the HRSmartFlow.Com website are the property of HRSmartFlow.Com or used under license. You may not use or reproduce or allow anyone to use, publicize or reproduce any trade mark(s), logo(s) or trade name(s) appearing on the HRSmartFlow.Com website for any reason whatsoever except in accordance with these Terms and Conditions without the prior written permission of HRSmartFlow.Com.

(e) You agree not to infringe, or attempt to, aid or facilitate the infringement the copyright, trademark or any other intellectual property right of HRSmartFlow.Com.

(f) HRSmartFlow.Com gives you a personal, revocable, worldwide, royalty-free, non-assignable and non-exclusive license to use the HRSmartFlow.Com trademark, trade name and logo for the sole purpose of enabling you to identify the services as provided by HRSmartFlow.Com, in the manner permitted by these Terms and Conditions. You are required to identify all work-product derived from the use of this site and service by the use of the HRSmartFlow.Com logo as posted on the homepage of the HRSmartFlow.Com website. All benefit from the use of the trademark, trade name and logo shall accrue solely to the benefit of HRSmartFlow.Com.

(g) All patented, patent pending or patentable rights of HRSmartFlow.Com remain the sole property of HRSmartFlow.Com.

Use of Content

(a) You may view, retrieve and display the content of the HRSmartFlow.Com website on your computer screen or make a print-out of the content on paper exclusively for your use in the normal course of business. For the purpose of this agreement, activities in the “normal course of business” shall mean those usual and reasonable activities which automate your payroll processes including the completion and printing of payroll spreadsheets and forms, cheques, pay stubs, timesheets, forms required for the CRA, EHT and WSIB and communication with governmental agencies, employees and professional financial representatives for payroll purposes. [*List other any uses that should be considered normal*] Any other use is expressly prohibited without the prior written consent of HRSmartFlow.Com.

(b) You may not reproduce, disseminate, publicize, modify or in any commercial or non-commercial way exploit any of the content provided by HRSmartFlow.Com or allow such content to be available to others except in the normal course of business. It is prohibited for you, without the prior written consent of HRSmartFlow.Com, to cause the information provided by HRSmartFlow.Com to be reproduced or publicized, in any form whatsoever, or to be transmitted to any website, newsgroup, list, serve, mailing list, electronic bulletin board, electronic bulletin or to make the information provided by HRSmartFlow.Com available to any other person or organization except in the normal course of business. You also may not modify or create derivative works of the information provided by Who2beton.

Your Conduct

You agree that:

(a) you will not use or access the Site or Services in a manner not expressly permitted by HRSmartFlow.Com, including using the Site to:

(i) engage or attempt to engage identity theft or identity fraud;

(ii) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any information or data;

(iii) misrepresent your affiliation with a person or entity;

(iv) act in any manner that is intended, designed or does negatively affect other users’ ability to access or use the Site;

(v) engage or attempt to engage in illegal activities; or

(vi) collect or store personal data about other users unless specifically authorized by such users;

(b) you will not use any automated inquiry device, bot, or repetitive data gathering and extraction tool, routine, script or other mechanism with similar functionality to access, use, monitor or copy any pages or content of the Site or HRSmartFlow.Com’s servers or to interfere or attempt to interfere with the proper working of the Site by HRSmartFlow.Com or other users; and

(c) you will not frame or utilize framing techniques to enclose any portion or aspect of the Site, without HRSmartFlow.Com’s express written consent.

Term, Termination and Access to Information

Your access to the HRSmartFlow.Com website and service is for no definite set term. You can terminate your access to HRSmartFlow.Com at any time. Your access is at the sole discretion of HRSmartFlow.Com and such discretion may be exercised unreasonably to terminate or suspend your access to all or part of the HRSmartFlow.Com website with or without cause. These rights of termination are in addition to all other rights or remedies provided in these Terms & Conditions or by law. If any violation of these Terms and Conditions or law is, or is likely to, on a balance of probabilities, occur, HRSmartFlow.Com shall have the right to terminate your access and trace your account, and you agree that any and all of your computer information and internet usage shall be made available to HRSmartFlow.Com, and you will make best efforts to ensure that your service provider complies with these terms and consent to the disclosure of all records in your possession, care and/or control.

Site Alteration

HRSmartFlow.Com reserves the right to modify, add or remove all or portions of the information, functionality or layout of the website at any time in its sole discretion and/or to restrict the use and accessibility of the HRSmartFlow.Com website. The site is provided on an “as-is”, “when available” basis.

Registration and Passwords

(a) All persons accessing the password restricted areas of the HRSmartFlow.Com website must be registered with accurate, valid and complete registration information and immediately inform HRSmartFlow.Com of any changes thereto. You acknowledge that your password and username belong to you and that you will not share such information with any other person or organization or make such information otherwise available to anyone other than you. You are responsible for ensuring that your username and password are secure and remain confidential. You, and not HRSmartFlow.Com, are responsible for any access to and/or use of the site gained through the use of your username and password. You are responsible for ensuring that the information contained on the website or otherwise conveyed to you remains confidential and that the use of and access to the HRSmartFlow.Com website and information is made in accordance with these Terms and Conditions. You have sole responsibility for the adequate protection and backup of data and/or equipment used in connection with the Site.

(b) You agree to immediately notify HRSmartFlow.Com if you become aware of any loss, theft, unauthorized use of or disclosure of any username, password or of any Proprietary Information or other intellectual property belonging to HRSmartFlow.Com.

(c) You acknowledge that HRSmartFlow.Com may be monitoring and tracking the use of the HRSmartFlow.Com website, including your personal usage and habits.

Injunctive Relief

You agree that HRSmartFlow.Com has a material interest in preserving its’ Proprietary Information and intellectual property rights and in controlling the use of the information upon its’ website and that the restrictions contained in clauses 2, 3, 4 and 7 above, among others, are reasonably required for the protection of the rights and property of HRSmartFlow.Com. You agree that the violation or attempted violation of such terms will lead to an irreparable loss to HRSmartFlow.Com and that in such an event an injunction or other like remedy shall be the only effective method to protect the rights and property of HRSmartFlow.Com and that an interim injunction may be granted prior to or upon the commencement of any suit.

Privacy Policy

HRSmartFlow.com is dedicated to safeguarding the privacy of your personally identifiable information. HRSmartFlow.Com will make efforts to ensure the privacy of the information provided you. You acknowledge that HRSmartFlow.Com collects, uses and disseminates personal information for the purpose of ensuring the efficient functioning of this website or otherwise. Please refer to our Privacy Policy for further information regarding your rights and our obligations.

Third Party Content and Advertising

The HRSmartFlow.com website may contain advertising and/or other third party content. HRSmartFlow.com is not responsible for any content, error, omission or inaccuracy in any third-party or advertising material or the content or operation of their sites. You agree that, although the HRSmartFlow.com website may contain links to other websites, that in no way constitutes an endorsement of any site by HRSmartFlow.com and that HRSmartFlow.com is not responsible for the availability or operation of such site or content and such links are provided on an “as-is” basis with no guarantee or warranty whatsoever, whether express or implied. You agree that advertisers, other content providers and link-sites are solely responsible for the content and operation of their own websites.

Amendment of Terms and Conditions

These Terms and Conditions are subject to change at any time at the sole arbitrary discretion of HRSmartFlow.Com. You shall ensure that you have an up-dated and current understanding of the Terms and Conditions prior to each access of HRSmartFlow.Com. Your continued use of the HRSmartFlow.Com website after any amendment shall constitute your acceptance of any amended Terms and Conditions and shall be of sufficient consideration to ensure your agreement to such amended terms and conditions.

Assignment

This agreement is personal to you, and your rights and obligations under these Terms and Conditions may not be assigned, sub-licensed or otherwise transferred to any other person or organization without the prior express written consent of HRSmartFlow.Com.

Governing Law and Forum

You agree that these Terms and Conditions and all events and transactions associated with the use of the HRSmartFlow.com website, software and information conveyed to you in any manner whatsoever shall be governed by and construed solely in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be adjudicated within the forum of Ontario at the City of Toronto. You agree to waive the benefit of any “long-arm statute” that may exist in your jurisdiction. For the exclusive, discretionary benefit of HRSmartFlow.Com, HRSmartFlow.Com reserves the right to bring proceedings in the jurisdiction of your residence or place of business or access.

Severability

In the event that any provision(s) of these Terms and Conditions are found to be void, invalid, illegal or unenforceable by any court, whether in whole or in part, such finding will not affect the operation of any other provision of this Agreement and all other provisions will continue in full force and effect. This Agreement shall be read down to the most minimal extent as is necessary to ensure that the intention of HRSmartFlow.Com is given effect to the greatest extent possible.

Entire Agreement

These Terms and Conditions constitute the entire Agreement between you and HRSmartFlow.Com, with the exception of amendments made in accordance with clause “Amendment of Terms and Conditions” above.