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End User License Agreement

First Reference Inc. End User License Agreement and Supplemental License Terms

This First Reference Inc. End User License Agreement (“EULA”) governs the use of the HRTrack® software.

Important: Be sure to carefully read and understand all of the rights and restrictions set forth in this end-user license agreement ("EULA"). You will be asked to review and either accept or not accept the terms of the EULA. You are not authorized to use this software unless and until you accept the terms of this EULA.

This EULA is a binding legal agreement between you and First Reference Inc. (hereinafter "Licensor") for the materials accompanying this EULA, including the accompanying computer software, associated media, online compliance material, printed materials and any "online" or electronic help or other documentation (hereinafter the "Software"). By installing the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or attempt to use the Software.

1. Grant of License
1.1 The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. The grant of rights hereunder to the Software is not a sale of the software or any portion thereof and does not convey any rights of ownership in the Software. This EULA grants you the following rights:
1.2 You may install, use, access, display and run only one copy of the Software, on a single computer, workstation or terminal ("Computer") for use in your business or profession. The primary user of the Computer on which the Software is installed may make a second copy for his or her exclusive use for archival (backup) purposes or to use on either: (i) your home computer; or (ii) a portable computer that you own or use in your business or profession, to the extent that such computer is used by you as a secondary computer. You must reproduce all copyright, trademarks, trade secret and other proprietary notices on any such copies of the Software. All copies of the Software are subject to the terms and conditions of this Agreement.
1.3 You may store or install a copy of the Software on a storage device, such as a network server, used only to run the Software on your other Computers over an internal network. You must, however, acquire a license for each separate Computer on which the Software is run, displayed or utilized from the server or similar device. A license for the Software may not be shared or used concurrently on different Computers.
1.4 Your license rights under this EULA are non-exclusive and non-transferable. All rights not expressly granted herein are reserved by Licensor.
1.5 You may not sell, distribute, lease, rent, sublicense, modify, change, alter, assign or transfer or convey the Software to any third party without Licensor's prior express written consent.
1.6 You may transfer the license to a party that purchases all or substantially all of the assets of your business, provided that You notify First Reference Inc. in writing prior to the distribution of the Software to the purchasing party, and the purchasing party agrees in writing to be bound by the Agreement; or (ii) upon written permission from First Reference Inc.
2. Price and Payment
2.1 The software can be installed, used, accessed, displayed and run to create up to 10 employees without paying the license fee. Once you reach an 11th employee you must pay the license fee for the software. You will not be able to create the 11th employee without paying the appropriate current license fee for the software.
2.2 If you have not previously paid the license fee for the Software, then you must pay the license fee within the period indicated in the applicable invoice sent to you by Licensor or online.
2.3 From time to time, Licensor will be releasing a newer version of the software. Users will be able to obtain an upgrade to their current version of the software by paying the applicable license fee set by the Licensor.
3. No Refund Policy
3.1 You are encouraged to try out HRTrack before you pay the license fee by downloading the free version of the software. The free version will allow potential customers to evaluate and test it before paying the current licence fee. It will also provide them a very good idea if the software meets their business needs before paying the license fee. Thus, Licensing the HRTrack software is a contractual obligation and the license fee paid is final and not refundable.
4. Technical support service
4.1 Licensor may provide you with technical support services related to the Software at its discretion.
4.2 Technical support service is not provided with the free version of the software. However, you may obtain help by consulting the help files in the software and Frequently Asked Questions (FAQ) on our website.
4.3 Users who have paid the license fee for the software will be able to receive technical support service as long as they are running the "current version" of the software.
4.4 Use of technical support services, if any, is governed by Licensor's policies and programs described in any user's manual, in online documentation, and/or in other Licensor-provided materials, and/or end of life policies, which are subject to change from time to time.
4.5 Any supplemental Software code provided to you as a part of technical support services will be considered part of the Software and subject to the terms of this EULA. With respect to technical information you provide to Licensor as part of the Support/Technical Services, Licensor may use such information for its business purposes, including for product support and development. Licensor will not utilize such technical information in a form that personally identifies you except to the extent necessary to provide you with support.
4.6 Licensor's policies and programs described in any user's manual, in online documentation, and/or in other Licensor-provided materials, and/or end of life policies are posted on First Reference corporate website.
5. Replacement, Modification and/or Upgrades
5.1 Licensor may, from time to time, and for a fee, replace, modify or upgrade the Software. When accepted by you, any such replacement or modified Software code or upgrade to the Software will be considered part of the Software and subject to the terms of this EULA (unless this EULA is superseded by a further EULA accompanying such replacement or modified version of or upgrade to the Software).
6. Security and Confidentiality
6.1 The files and records you create using HRTrack software may contain personal and confidential information/data that must be protected and backed-up, and it is your sole responsibility to back-up such files and protect them from violation, theft or corruption.
6.2 First Reference recommends that the first thing the end-user should do is to set up their security (e.g. passwords and back-up method).
6.3 Password changes or reset of the primary user password will not be provided by phone by First Reference staff if a password is forgotten. Proof of identity of the primary user must be established before password changes are made. Please refer to our password policy on our website at www.firstreference.com.
7. Privacy policy
7.1 Customer data and certain other information collected about the end user are subject to our privacy policy a copy of which is posted on licensor's Website (the “Privacy Policy”) at www.firstreference.com. The Privacy Policy is an integral part of this agreement and you agree to be bound by its terms.
7.2 If First Reference needs to submit any information to you, it will do so either by posting such information on their website or by email, or by phone, or by mail to registered users.
8. Ownership and Intellectual Property Rights
8.1 All title, trademarks, trade secrets, patents and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, compliance information and text incorporated into the Software), the accompanying printed materials, and any copies of the Software, are owned by Licensor or its suppliers. This EULA grants you no rights to use such content. If this Software contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. Except for any copies of this EULA, you may not copy the printed materials accompanying the Software. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by First Reference. The structure, organization, content and code of the Software are valuable trade secrets and confidential information of First Reference.
8.2 You may not reverse engineer, de-compile, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make copies of, create derivative works from, distribute or provide others with the Software in whole or part, transmit or communicate the application over a network.
9. Disclaimer of Warranties
9.1 Licensor and its suppliers provide the software "as is" basis to the maximum extent permitted by applicable law, First Reference and its associated parties disclaim all other warranties and conditions, express or implied, regarding the services and the related materials available in the software, online and on any First Reference websites, including their fitness for a particular purpose, their quality, their merchantability or their non-infringement. First Reference does not warrant that the software and its content is free from bugs, errors, omissions or other program limitations. The entire risk arising out of the use or performance of the software is with you. You alone are responsible for reviewing the accuracy of your inputs and results using the software and its content before proceeding to act on them. You also agree that you alone are responsible for making sure that any person who inputs data, prepares the results, reviews it for errors and omissions before acting on them. You agree that you, as the only person using the software, are responsible for the accuracy of that information and/or documentation and not First Reference or any associated parties.
9.2 Therefore, First Reference disclaims any responsibility for the reliability or adequacy of any choices or decisions made by users with respect to the treatment and processing of their business-related information by the software.
9.3 The software is a resource and tool and cannot replace the services of a competent legal professional. It is the user’s responsibility to recognize the limits of their own legal knowledge, and to seek outside advice as needed.
9.4 First Reference is not in the business of providing legal advice of any kind. There is no lawyer-client or any fiduciary relationship between you and First Reference. Any support or resources provided with the software is exclusively offered to help you use the software, and not to provide professional legal consultation services. This includes help files, articles, documentation, compliance information, instructions and any material published in print or electronically or online or otherwise by First Reference or any associated parties; it also includes any support given by email or otherwise. In this agreement associated parties shall include, without limitation, affiliated or related companies, employees of First Reference and of its affiliated companies, persons or corporations subcontracted by First Reference or any affiliated companies, or anyone else representing First Reference with or without its express written permission or other organization that has helped First Reference in any manner whatsoever.
9.5 Communications systems used for accessing and interacting with the software or any online access (e.g., telephones, computer networks, the Internet) are liable to fail on occasion and may interfere with or prevent your access to parts of the software or the Website (for updates and/or upgrades), or to other sites or documentation. First Reference is in no way responsible for any such interference with, or prevention of, your use of such communications systems. You also acknowledge that First Reference is not responsible for any interference on the communications networks that may corrupt a file.
10. Limitation of Liability and Damages
10.1 The entire liability of First Reference and any associated parties shall be at all times limited to the amount that you paid for the acquisition of the software license.
10.2 To the maximum extent permitted by applicable law, First Reference will not in any way be liable for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits or investment, or the like) whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if First Reference has been advised of the possibility of such damages, and even if a remedy set forth herein is found to have failed of its essential purpose.
11. Force Majeure
11.1 Any delay or failure of either party to perform its obligations under this agreement (other than the obligation to make payments) shall be excused if, and to the extent, that the delay or failure is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence (such as, by way of example and not be way of limitation, acts of God, action by any governmental authority (whether valid or invalid), fires, flood, wind storms, explosions, riots, natural disasters, wars, sabotage, labour problems (including lock-outs, strikes and slowdowns), or court order injunction or order).
12. User’s Indemnification
12.1 You agree to defend, indemnify, and hold harmless First Reference and its subsidiaries, affiliated companies, employees, contractors, officers, and directors from all liabilities, claims, and expenses, including legal fees, made by any third party that arise from your use or misuse of the software and its content, your breach of the agreement, your use of the online information or any website or your violation of any law or the rights of a third party.
13. Third Party Software
13.1 The Software may contain third party software that requires and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions will be made available when applicable, and are made a part of and incorporated by reference into this agreement. By accepting this agreement, you are also accepting the additional terms and conditions, if any, forth therein.
14. No Waiver
14.1 No waiver of any right under this EULA will be deemed effective unless contained in writing signed by a duly authorized representative of the party against whom the waiver is to be asserted, and no waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future rights arising out of this EULA.
15. Severability and Integration
15.1 This agreement and any and all materials/documentations related to the software constitute the entire agreement between you and First Reference with respect to the software (including, without limitation, First Reference’s liability and your remedies) and supersede any prior or contemporaneous communication (whether oral, written, or electronic) between you and First Reference with respect the software. If any part of this agreement is held void, invalid, or unenforceable, that portion shall be construed to reflect the original intentions of the parties, and the remaining portions shall remain in full force and effect.
16. Termination
16.1 You may terminate this EULA at any time by destroying all your copies of the Software. Your license to the Software automatically terminates if you fail to comply with the terms of this agreement. Upon termination, you are required to remove the Software from your computer and destroy any copies of the Software in your possession. Licensor shall have a reasonable opportunity to conduct an inspection of Licensee's place of business to assure compliance with this provision.
16.2 First Reference reserves the right to terminate this agreement and your access to the software and its content upon (1) any breach of this agreement by you, not corrected by you within fifteen (15) days of notice to you including payment of license fee; (2) unauthorized use of your user name (s) or password(s) or account (s); (3) in the event of your bankruptcy or insolvency; or (4) on ninety (90) days prior written notice from us to you.
16.3 Once termination confirmed, you must destroy all copies of the Software. Sections 6, 7, 8, 9, 10, 12, 17 shall survive the termination of this agreement.
17. Remedies
17.1 By violating or breaching any of your obligations hereunder, you risk having your account terminated by First Reference without warning, in addition to being subject to any other legal remedies that may be available under the agreement, or that may be available under provincial and/or federal law. To the extent we may have to sue you to enforce any of the terms and conditions contained herein or in, the order form or any other material or documentation, or other federal and provincial law violations committed by you while accessing or using the software, you expressly agree to bear the costs of that enforcement, including without limitation, all related legal fees.
18. Language
18.1 You and First Reference require that this agreement and all documents relating thereto be drawn-up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.
19. Governing Law
19.1 This agreement is deemed entered into in the city of Toronto, Province of Ontario, Canada.
19.2 It is the intention of the parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Province of Ontario, Canada without regard to the jurisdiction in which any action or special proceeding may be instituted.
19.3 If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, or deemed omitted, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected.

This Agreement contains the entire agreement between First Reference and you related to the software and supersede all prior agreements and understandings, whether oral or written. All questions concerning this Agreement shall be directed to First Reference Inc. Customer Service at info@firstreference.com.

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