1) These terms and conditions (the “Agreement”) govern your access and use of the website located through the URL WWW.THEHUMANWELL.COM and all associated subdomains and directories (the “Website”), all content services accessible through the Website (the “Services”), and the software, if any, necessary to access and use the Website from time to time.
3) You consent to the exchange of information and documents between us electronically over the Internet or by e-mail, and that this electronic Agreement, along with all other electronic documents, policies and notices, delivered to you electronically or otherwise published at or through the Website shall be the equivalent of fully and properly executed written paper instruments.
4) You should refer back to the Website to review this Agreement from time to time, as we may alter or update the Agreement with no further notice to you, and all such alterations or updates will be binding on you. Your continued use of the Website after the publication there of any alteration to the Agreement will be conclusive evidence of your acceptance to be bound by the Agreement as altered.
6) If you have any comments or questions at all about the Website, its contents, or any other aspect of our activities, please contact us at firstname.lastname@example.org
System Requirements and Media Formats
7) It is your responsibility to ensure that your computer meets all requirements of the Website. We will not be responsible for any lack of functionality or service failures that may result due to your equipment (which includes, without limitation, your computer, internet connection, routers, operating system, software, plugins, security settings, and peripherals). You acknowledge that the quality of the Services may be affected, and may be degraded, as a result of your equipment, which shall be your responsibility.
8) You agree that we may upload and download (to and from your computer) certain packets of content and information from the Website (whether as cookies or other forms of digital applications and information), and we may use this content and information in order to assist us with the efficient provision of content through the Website.
Your Promises to Us
9) You acknowledge and promise to us that:
a) you are over the age of 19 years, and are fully competent to enter into contracts in Ontario, Canada, and that you agree to be bound fully by the terms of this Agreement;
b) all information provided by you to us from time to time is complete, true, accurate, and up to date;
c) you will not use the Website for any illegal or improper purpose;
d) you will not reproduce or publish any material from the Website except in accordance with the written authorization of The Human Well.
e) you will defend, indemnify and hold completely harmless The Human Well and its directors, officers, employees, agents, representatives, affiliates, parents, subsidiaries, licensors, suppliers, service providers and other contractors (collectively, “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings, including threatened claims and proceedings, (“Claims”) arising out of or relating to: (a) your breach of any of the terms of this Agreement; (b) your access to or use of the Website (or any website which is linked to or accessible through the Website); or (c) your provision to us of information or other data. The Indemnified Parties will have the right, but not the obligation, to participate through lawyers of their choice in any defense by you of any Claim as to which you are required to defend, indemnify or hold harmless the Indemnified Parties (“Indemnified Claim”). You may not settle any Indemnified Claim without the prior written consent of the concerned Indemnified Parties; and
Your Use of the Website
14) You are entirely responsible for the content of, and any harm resulting from, any postings or materials you submit, save or upload to the Website (collectively, “Submissions”). When you submit any Submissions through the Website, you thereby confirm that:
a) you own the Submissions posted by on or through the Website;
b) your Submissions do not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and do not violate any law concerning the health or wellbeing of minors;
c) your Submissions do not constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on our or others’ computers or equipment, designed to enable you or others to gather information about or monitor the online or other activities of another party;
d) your Submissions are encoded correctly according to the standards in effect from time to time at the Website, and do not contain pictures, data, audio or visual files, or any other content that is excessive in size, as determined by us;
e) your Submissions do not contain content that endorses or promotes racism, bigotry, hatred, or physical harm of any kind discriminates, incites harassment or advocates harassment of or against another group or individual; and
15) You agree that in using the Website you will not:
a) use the Website in any way that may result (whether directly or indirectly) in:
i) any criminal activity;
ii) the infringement of our or any third party’s intellectual property, publicity rights, copyrights, contract rights, trademark rights, or any other rights; or
iii) any other unlawful outcome;
b) use the Website in any way that interrupts, damages, impairs or renders the Website less effective;
c) email, transmit or otherwise disseminate any content which is defamatory, obscene, hateful, in breach of copyright, vulgar or indecent or may have the effect of being harassing, threatening, abusive or hateful or that otherwise degrades or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;
d) advertise or promote third party or your own products or services including by way of the distribution of ‘spam’ email;
e) transfer files that contain viruses, trojans or other programs, which in our sole discretion are, or may be, malicious or harmful;
f) use the username of another user or attempt to impersonate another user or person;
g) access or attempt to access the accounts of other users or to penetrate or attempt to penetrate any security measures in effect at the Website;
h) reproduce and distribute any Content (as defined below), other than content solely created by you, for any purpose; or
i) create or facilitate any works derived from the Website Content.
10) We reserve the right to, without notice and for any reason, restrict or deny your access to and use of the Website. In the event that we terminate your access to the Website, you agree to immediately stop using the Website and the Services. This shall not limit our rights in the circumstances to take any other actions against you that we consider appropriate to defend our rights or those of any other person.
Ownership and Copyright.
11) You acknowledge that any and all information, content, reports, data, databases, graphics, videos, interfaces, web pages, text, files, software, product names, company names, trade-marks, logos and trade names contained on the Website (collectively the “Content”) including the manner in which the Content is presented or appears and all information relating thereto, are the sole property The Human Well, its licensors, or of their respective owners as indicated, as the case may be.
License to Use Your Information.
12) With the exception of personal information, you hereby grant to us the perpetual, unlimited, royalty-free, world wide, non-exclusive, irrevocable, transferable license (the “Licence”) in and to your Submissions. The Licence grants to The Human Well, in respect of each and every of your Submissions, the rights to run, display, copy, reproduce, publish, bundle, distribute, market, create derivative works of, adapt, translate, transmit, arrange, modify, sub-license, export, merge, transfer, loan, rent, lease, assign, share, outsource, host, make available to any person or otherwise use, any information or other content you provide on or through the Website, or which is sent to us by e-mail or other correspondence, including without limitation, any ideas, concepts, inventions, know-how, techniques or any intellectual property contained therein, for any purpose whatsoever. The Human Well shall not be subject to any obligations of confidentiality regarding any such information unless specifically agreed to by The Human Well in writing or required by law. You represent and warrant that you have the right to grant the Licence as set out above.
Limitations on Liability and Disclaimers.
13) There is no guarantee that personal information and transactions on the Website (or on the Internet generally) will be maintained confidential and secure. The use of the Website and the Website Content is solely at your own risk, and The Human Well assumes no liability whatsoever pertaining to the Website Content, your use of the Website, or the receipt, storage, transmission or other use of your Submissions or your personal information.
14) The Website and the Website Content are not to be construed as a form of promotion or an offer to sell any particular product or service other than the Products. The Website may contain links to other sites. The Human Well does not assume responsibility for the accuracy or appropriateness of the information, data, opinions, advice, or statements contained at such sites, and when you access such sites, you are doing so exclusively at your own risk. In providing links to other websites, The Human Well is in no way acting as a publisher or disseminator of the material contained on those other sites and does not seek to monitor or control such sites. A link to another website through the Website should not be construed to mean that The Human Well is endorsing, affiliated or associated with the operators of any other such website.
15) For clarity, the mention of another person or its product or service on the Website should not be construed as an endorsement of that party or its product or service.
16) The Human Well will not be responsible for any damages that you or any third-party may suffer as a result of the transmission, storage or receipt of confidential or proprietary information that you make or that you expressly or implicitly authorize The Human Well to make, or for any errors, omissions, or any changes made to any transmitted, stored or received information.
17) You are solely responsible for your retrieval and use of the Content (including the Products). You should apply your own judgment in making any use of any Content, including, without limitation, the use of the information or Products as the basis for any conclusions or decisions.
18) The Human Well may provide to you through the Website information and opinions regarding human resources and other areas relevant to your business. Your use of such information and opinions is solely at your own risk. Business environments and human resource management are extremely complex, and successful implementation is always dependant on specific factors that are unique to your situation. The Content and the Products are provided for educational and informational purposes only and should not be interpreted as a recommendation for any specific employee, contractor, product or service, use or course of action. The Content and the Products are not intended to be used as a substitute of any kind for professional advice. It is your duty to obtain advice from a qualified professional to meet any of your specific human resource needs. You should not act or rely on any of the Content or the Products without seeking the advice of a qualified professional.
19) The Website Content may not be accurate, up to date or complete, and is not to be relied upon.
26) Except as expressly provided in this Agreement, the Website and all Content, Products, services and software on the website or made available through the website are provided strictly “as is” and “where is” without any representations, warranties, guarantees or conditions, of any kind, whether express or implied, statutory or otherwise, including but not limited to, warranties as to uninterrupted or error free operation, availability, accuracy, completeness, currentness, reliability, timeliness, legality, suitability, privacy, security, merchantability, quality, title, non-infringement or fitness for a particular purpose, or those arising out of a course of dealing or usage of trade.
20) In no event will The Human Well, its affiliates, agents, licensors, suppliers, representatives or other contractors, or their respective directors, officers or employees be liable for any special, indirect, incidental, punitive, exemplary, aggravated, economic or consequential damages, howsoever caused, including but not limited to: damages for loss of use, lost profits or lost savings, even if The Human Well or any of its lawful agents or employees have been advised of the possibility of such damages or claim.
22) In no event will The Human Well, its affiliates, agents, licensors, suppliers, representatives or other contractors, or their respective directors, officers or employees, be liable for damages or losses resulting from: viruses, data corruption, failed messages, transmission errors or problems; telecommunications service providers; links to third-party web sites; the internet backbone; personal injury; third-party content, products or services; damages or losses caused by you, or your respective employees, agents or subcontractors; loss of use or lack of availability of facilities including computer resources, routers and stored data; the use or inability to use the Website or the Content; any other website accessed to or from the Website; or events beyond the reasonable control of The Human Well, even if The Human Well or any of its lawful agents, or employees have been advised of the possibility of such damages or claim.
23) In no case will the cumulative total liability of The Human Well, its affiliates, agents, licensors, suppliers, and their respective directors, officers and employees arising under any cause whatsoever be for more than the amount of funds that you have actually paid to The Human Well through the Website as of the date of any claim that you allege.
24) The Human Well assumes no obligation to update the Content on the Website. The Website Content may be changed without notice to you. The Human Well is not responsible for any Content or information that you may find undesirable, offensive, or objectionable.
31) The Human Well disclaims any liability for unauthorized use or reproduction of any portion of the Website. Accessing the Website or any of the Content from territories where the Website may be illegal is prohibited.
25) Any and all claims whatsoever against The Human Well related to the Website or the delivery or provision by The Human Well of anything (including, without limitation, any Products) through the Website must be brought within 1 year from the date on which such claim arose, after which time your right to bring such claim will expire and be extinguished.
26) If you are concerned that any Content available through the Website is infringing your copyrights (or any other of your rights), you may notify us at: email@example.com. Please provide us detailed information about your concerns, along with your contact information. We will take such steps as we believe are reasonable in the circumstances to ensure that infringing material is not published through the Website.
28) This Agreement is effective until terminated by The Human Well in The Human Well’s sole and unfettered discretion. We may terminate this Agreement without notice to you if you fail to comply with any of its terms, or if we have any other reason, in our sole discretion, to do so. Any such termination by The Human Well shall be in addition to and without prejudice to such rights and remedies as may be available to The Human Well, including injunction and other equitable remedies.
29) Notwithstanding the above, the disclaimers, limitations on liability, ownership, termination, interpretation, the Licence, your warranty and the indemnity provisions of this Agreement shall each survive the termination or expiry of this Agreement.
30) The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect its total construction or interpretation. In this Agreement, words importing the singular number include the plural and vice versa, words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.
31) This Agreement as it may be amended from time to time in accordance with its provisions, and any and all other legal notices and policies on the Website, constitute the entire agreement between you and The Human Well with respect to the use of the Website and the Website Content.
Amendment and Waiver.
32) The Human Well reserves the right, in its sole discretion, to amend or replace this Agreement at any time by posting amendments or replacements on the Website. You are responsible for periodically reviewing the Website and you are deemed to be aware of such amendments immediately when they are published. If you do not agree to the amended terms and conditions, you shall immediately stop using the Website. Access to the Website or use of the Website after any amendments have been posted shall constitute your acknowledgement and acceptance of the amended or replaced terms and conditions. No supplement, modification or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on The Human Well unless executed by The Human Well in writing. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
33) Any provision of this Agreement which is held by a court of competent jurisdiction to be illegal, invalid or unenforceable will only be ineffective to the extent of such illegality, invalidity or un-enforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision.
34) This Agreement shall ensure to the benefit of and be binding upon you and The Human Well and our respective principals, agents, successors and permitted assigns. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.