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HR Chronicle Privacy Policy

Last Updated: 10 January 2021

HR Chronicle Cloud is a service delivered, developed and supported by
MIVB Information Technology Inc (Referred to as HR Chronicle)
14-30 Eglinton Ave W, Unit 259,
Mississauga, ONTARIO, L5R 0C1
Canada

Privacy Policy

HR Chronicle is committed to protecting the privacy of individuals who visit our website (“Visitors”) and individuals who use the HR Chronicle Cloud Services (“Users”) (collectively “you” or “your”). This Privacy Policy applies to data provided on or through the HR Chronicle Cloud website located at hrchronicle.com, the HR Chronicle Cloud web application owned and operated by HR Chronicle, and the services offered by HR Chronicle Cloud through the website and apps (collectively, the “Services”) and describes HR Chronicle’s privacy practices in connection with the use of HR Chronicle Cloud website, apps and Services. It also describes the choices available to you with regard to the use of your Personal Information (defined below) and how you can access and update this information. The use of information collected through the HR Chronicle Cloud Services shall be limited to the purposes of providing the Services for which the User or Client has engaged HR Chronicle and as otherwise described in this Privacy Policy.

IF YOU ARE AN EMPLOYEE OF A CLIENT THAT USES THE HR CHRONICLE CLOUD SERVICES, THIS PRIVACY POLICY DOES NOT APPLY TO YOU OR YOUR USE OF THE SERVICES. PLEASE REFER TO YOUR EMPLOYER’S PRIVACY POLICY, WHICH APPLIES TO THE COLLECTION, USE, PROCESSING AND RETENTION OF YOUR PERSONAL INFORMATION. INDIVIDUAL EMPLOYEES OF OUR CLIENTS WHO SEEK ACCESS TO THEIR DATA, OR WHO SEEK TO CORRECT, AMEND, OR DELETE INACCURATE DATA SHOULD DIRECT THEIR REQUESTS TO THEIR EMPLOYERS WHO ARE HR CHRONICLE CLIENTS. HR CHRONICLE CLIENTS ARE ABLE TO REMOVE AND UPDATE PERSONAL INFORMATION AND DATA WITHOUT HR CHRONICLE’s INVOLVEMENT.

Privacy Principals

HR Chronicle follows these principals in order to protect your privacy:

  • we do not collect any more Personal Information than is necessary to provide the Services;
  • we only use your Personal Information for the purposes we specify in this Privacy Policy, unless you agree otherwise;
  • we do not keep your Personal Information if it is no longer needed; and
  • other than as we specify in this Privacy Policy, we do not share your Personal Information with third parties.

What Information Do We Collect?

When a User registers with HR Chronicle Cloud Service, information is needed such as the User’s name, company name, business address, contact telephone number and email address.
When a Visitor contacts us and/or requests information about HR Chronicle, we will collect the Visitor’s email address and other contact information so that we may fulfill the Visitor’s request.

How Do We Use Your Information?

HR Chronicle uses information, including Personal Information, provided by you to provide the Services and for business purposes such as setting up the instance, billing, service improvement, support purposes, sending out announcements like new features released and for other general purposes.
HR Chronicle will not share your Personal Information, or otherwise make your Personal Information available to any other parties. We will not sell, rent, or exchange your Personal Information with any third-parties.
HR Chronicle will share your information, including Personal Information, in order to respond to investigations, court orders, legal process, or to investigate, prevent or take action regarding illegal activities, suspected fraud, or situations involving potential threats to the physical safety of any person, violations of HR Chronicle Terms of Service, or as otherwise required by law. If HR Chronicle is required by law or an order of a court of competent jurisdiction to disclose your information, HR Chronicle will promptly notify you of this requirement so that you may seek a protective order or other appropriate relief.
If HR Chronicle is involved in a merger, acquisition, or sale of all or a portion of its assets, your Personal Information may be transferred to the acquiring person or entity and you will be notified via email and/or a prominent notice on our website of any change in ownership or uses of your Personal Information, as well as any choices you may have regarding your Personal Information.

How Do We Protect Your Information?

All of your Personal Information remains private and confidential. The security of your Personal Information is important to us.
We follow generally accepted standards to protect Personal Information submitted to us, both during transmission and once we receive it.
No method of transmission over the Internet, or method of electronic storage, however, is 100% secure. Therefore, we cannot guarantee its absolute security. If you have any questions about security on our website, the HR Chronicle web application owned and operated by HR Chronicle, or the services offered by HR Chronicle through the website and apps, please contact us using the contact information below.
HR Chronicle and its representatives will never request your account credentials. You should never share your HR Chronicle account information with anyone else, including your username and password. We recommend that you use a unique password for your HR Chronicle account that is not associated with other websites. You should check your HR Chronicle account regularly to ensure that your Personal Information has not been tampered with or altered.
Any suspicious activity regarding your account, including automated messages or calls from parties you cannot identify, should be reported to your site administrator and HR Chronicle using the contact information below.

How We May Contact You.

HR Chronicle will send a welcome email to account holders for billing and support purposes and at times will send HR Chronicle service-related announcements. You cannot opt out of service related emails if you are an account holder, as this is part of the HR Chronicle Services.
Correcting, Updating, Amending and Removing Your Personal Information.
You may correct, update, amend, or remove Personal Information by making the change on your support portal account or by contacting the support team. If you no longer desire to use our Services, you may deactivate the Services by contacting your account manager listed on the support portal or HR Chronicle Support team. You may withdraw your consent to our processing of your Personal Information at any time by contacting us using the contact information below, but that will mean we can no longer provide the Services to you. We will respond to your requests regarding changes to Personal Information or Service changes promptly, but in any event within 30 days of your call or receipt of your request.
Retention of Personal Information.
Notwithstanding anything in this Privacy Policy to the contrary, we will retain your information for as long as your account is active or as needed to provide you with the Services. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

Cookies.

HR Chronicle uses a technology called “cookies” to store session information. A cookie is a small amount of data, which often includes an anonymous unique identifier, which is sent to your browser from a website’s computers and stored on your computer’s hard drive. We use both session ID cookies which are non-persistent cookies. A session ID cookie expires when you close your browser. We use Session Cookies to track your Login status. This cookie is only ever transmitted over HTTPS. Click here for more information on cookies, including how to disable them. If you disable cookies, you cannot use our HR Chronicle Cloud Service.
We gather certain information automatically and store it in log files against each HR Chronicle Cloud Instance. This information includes internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, PC Name,. We use this information, for logging purposes and detecting unauthorized access to the account and for auditing purposes.

Security

Online security risks can be minimised simply by ensuring that your password is always kept secure. We recommend you follow the password security advice below:
– Always use a password which is personal and does not contain your name, email address or the word ‘password’
– Ensure your password contains both letters and numbers
– Never give your password out to anyone – we will never ask you for your password
– Change your password at least once every three months
– Take a moment to memorise your password so you don’t need to write it down
– Try and use a different password for each different website you use

Your Data on HR Chronicle Cloud

Your Data is secure, safe and is geographically located in the Microsoft Azure Cloud (physically located in Western Europe (Netherlands) and Southeast Asia (Singapore) Data Centers. This is an ISO-IEC-27001:2014, CSA (Cloud Security Alliance) and many more certifications. More information can be found at https://azure.microsoft.com/en-ca/support/trust-center/

How we protect your Data; Encryption

At Rest Encryption

Data on our Servers and on our Database servers is encrypted while at rest.
Data is decrypted when we need it and changed data is automatically encrypted again on the fly

On the Transmission Encryption

When data is accessed through the web browser or mobile it travels on a secure SSL, using TLS (Transport Layer Security) encryption channel meaning it is encrypted between the mobile app to our servers and when you access through a web browser from the web browser to the server to ensure your data is protected.
When data is sent through emails, it uses TLS (Transport Layer Security) Email to send out emails.

Data between Servers

All data transfers between our infrastructure and database serves is transferred through encrypted VPN tunnels. Or secure encrypted communications.
High Availability Infrastructure
All our servers are built for redundancy, meaning the servers are automatically synced for data between 2 data center locations at all times In the event of a disaster we can easily migrate the service to another data center and within minutes the service is live again with no data loss to you.
You can always request more information about the Data Center we keep your data in, we will be glad to assist.
In addition, HR Chronicle works with Tenable Vulnerability scanning to conduct bi-weekly scans of the web application.

Updates to this Privacy Policy.

HR Chronicle may update this Privacy Policy from time to time, and will notify account holders of significant changes in the way we treat any Personal Information, by sending a notice to the primary email address specified in your HR Chronicle account. We may also place a prominent notice on our website. You will have an opportunity to opt out of such new or different uses of Personal Information prior to the change becoming effective. We encourage you to periodically review this page for the latest information on our privacy practices.

Information Related to Data Collected through the HR Chronicle Cloud Services.

HR Chronicle collects information under the direction of its Clients, and has no direct relationship with the individuals whose personal data it processes.
Access to Data Controlled by our Clients
HR Chronicle has no direct relationship with the individuals whose personal data it processes. An individual who seeks access, or who seeks to correct, amend, or delete inaccurate data should direct his/her request to the applicable HR Chronicle Client (the data controller). The Client is able to remove the data without HR Chronicle’s involvement, or will request that HR Chronicle on the individuals behalf to remove the data.

Liability

We accept no liability for any loss (whether direct or indirect, for loss of business, revenue or profits, wasted expenditure, corruption or destruction of data or for any other indirect or consequential loss whatsoever) arising from your use of the Website and we hereby exclude any such liability, whether in contract, tort (including for negligence) or otherwise. We hereby exclude all representations, warranties and conditions relating to the Website and your use of it to the maximum extent permitted by law.
You agree to indemnify us and keep us indemnified against all costs, expenses, claims, losses, liabilities or proceedings arising from use or misuse by you of the Website.
You must notify us immediately if anyone makes or threatens to make any claim against you relating to your use of the Website.

Contact Information.

For questions related to this policy
HR Chronicle Cloud is a service delivered, developed and supported by
MIVB Information Technology Inc (Referred to as HR Chronicle)
14-30 Eglinton Ave W, Unit 259,
Mississauga, ONTARIO, L5R 0C1
Canada
Tel: +1 289 999 0157
Support Email: support@hrchronicle.com

Terms of Service

YOUR USE OF THE PROPRIETARY HR CHRONICLE CLOUD SERVICE at hrchronicle.com (THE “SERVICE”), IS SUBJECT TO THESE TERMS OF SERVICE. IN ORDER TO USE THE SERVICE, YOU MUST AGREE TO BE BOUND BY THESE TERMS OF SERVICE (“AGREEMENT”) WITH MIVB Information Technology (“HR CHRONICLE”). IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.
This Agreement governs your use of the Service however accessed, including via an Internet browser, smartphone, tablet, or other mobile device.
If you sign up for the Service on behalf of a Client, you represent that you are duly authorized to represent the entity and accept the terms of this Agreement on behalf of such entity, and any references to “you” in this Agreement refer to such entity and all of its employees, consultants and agents. You are responsible for all activity on the Service that occurs under your account.

1. Term and Termination

1.1 This Agreement will remain in effect until all of your subscriptions activated in accordance with this Agreement have expired or this Agreement is terminated by you or HR Chronicle (the “Term”). If you elect to use the Service for a free trial period, and do not purchase a subscription before the end of such period, this Agreement will expire at the end of the free trial period.

1.2 Subscriptions purchased by you commence on the start date specified upon payment and continue for the subscription term selected at the time of payment. Subscriptions automatically renew, as described in Section 4.1.

1.3 You are solely responsible for the proper cancellation of your subscription. You may cancel your subscription at any time by contacting support channels listed on our website.

1.4 HR Chronicle may terminate this Agreement at any time in the event you materially breach this Agreement and do not cure such breach within 30 days of HR Chronicle providing you with written notice (including notice by email). However, in the case of your nonpayment, HR Chronicle may suspend your access to the Service upon any such nonpayment and may terminate this Agreement, if such breach is not remedied within 30 days of notice by HR Chronicle to you. Notwithstanding the foregoing, HR Chronicle may immediately suspend or terminate your access to the Service without liability if you are in violation of Sections 3.1, 3.5 or 12 of this Agreement, as determined by HR Chronicle in its sole discretion. HR Chronicle may also downgrade, suspend or terminate your access to the Service without liability, after providing you with 30 days’ advance written notice, if (a) you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 2.1 below, or (b) you do not log in to or otherwise use the Service for a period of 180 days or more if you have a paid account and for a period of 60 days or more if you have a free account. For instances other than non-payment or violation of Section 3.1, in the event you cancel your subscription or this Agreement is terminated by HR Chronicle or you, HR Chronicle will refund to you any prepaid fees covering any period of the term remaining after the date of termination for all subscriptions. However, no refund will be granted for the then-current month. Notice via email by HR Chronicle to you will be sent to the email address you have provided to us.

1.5 In the event your subscription is terminated, other than in instances where it is terminated by HR Chronicle for your nonpayment or violation of Sections 3.1 or 12, you will continue to have the ability to download the information provided, inputted or uploaded to the Service by you or on your behalf (“Data”) for 30 days after the effective date of expiration or termination. After such 30-day period or if your subscription is terminated due to your nonpayment or violation of Section 3.1, HR Chronicle shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited to do so, delete all of your Data contained in HR Chronicle’s systems or otherwise in its possession or under its control.

2. Modification of Service or this Agreement

2.1 The Service may be made available in free or paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. HR Chronicle reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.

2.2 HR Chronicle may modify, add, or remove portions of this Agreement at any time. In the event HR Chronicle determines it is necessary to make a material modification to this Agreement, you will be notified of such change and asked to affirmatively agree to such modified Agreement. Note, however, that your use of the Service after modifications to the Agreement become effective constitutes your binding acceptance of such changes.

2.3 If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate this Agreement and discontinue any use of the Service.

3. Usage Rights; Restrictions; Support

3.1 During the Term, HR Chronicle grants you a limited, non-transferable, non-sublicensable, non-exclusive right to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing (“Software”) via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates HR Chronicle to deliver or make available any copies of computer programs or code from the Software to you, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to:
use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by HR Chronicle;
use the Service for any fraudulent or inappropriate purpose;
attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;
duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of HR Chronicle;
use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or
rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.

3.2 HR Chronicle shall: (i) provide you with basic support in connection with your use of the Service at no additional charge, and with upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (which HR Chronicle shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific Time), or (b) any unavailability caused by circumstances beyond HR Chronicle’s reasonable control, including acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Service only in accordance with Applicable Law.

3.3 HR Chronicle shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service, and the security of your Data. HR Chronicle shall not (a) disclose your Data except as compelled by Applicable Law or as you expressly authorize in writing, or (b) access your Data except to provide the Service and prevent or address service or technical problems, or at your express request in connection with customer support matters. In the event we are compelled by Applicable Law to disclose your Data, we will provide you with notice thereof, (in advance, if possible) if permitted by Applicable Law.

3.4 You are solely responsible for your Data, and all uses of your Data that occur through your account.

3.5 If you integrate with HR Chronicle using our API, you must use efficient programming, which will not cause too many requests to be made in too short a period of time, as-determined solely by HR Chronicle. If this occurs, HR Chronicle reserves the right to throttle your API connections, or suspend or terminate your HR Chronicle account.

4. Payment Terms

4.1 Your subscription to the Service renews automatically for the same term selected upon initial payment (e.g., quarterly, annual, or as described in your service agreement). You may change your subscription term at any time by contacting HR Chronicle using one of the methods set forth in the Contact Information section below.

4.2 Annual subscription pricing requires a one-year minimum commitment. If you cancel your full subscription, or your subscription is suspended for nonpayment, before the end of the one-year commitment period, you will no longer qualify for annual subscription pricing and you will be charged the difference between the monthly and annual commitment pricing for the number of months your subscription was active. If you cancel only a portion of your subscription, you may still qualify for annual pricing and the prepaid amounts attributed to that portion will be used against other elements of your subscriptions.

4.3 All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which HR Chronicle may be required to collect from you and remit to appropriate taxing authorities, you alone are responsible for payment of all such taxes or duties.

4.4 HR Chronicle may at any time, upon notice of at least 90 days, or a longer period if required by Applicable Law, change the price of your subscription or any part thereof, or institute new charges or fees. Price changes and institution of new charges implemented during your annual subscription period will come into effect for any subsequent annual subscription periods and to all new subscribers after the effective date of the change. If you do not agree to any such price changes, then you must cancel your subscription and stop using the Service prior to the commencement of the renewal subscription period for which the price change applies.

5. Intellectual Property Rights

5.1 As between the parties, HR Chronicle owns and shall retain all right, title and interest in and to (a) the Software and the Service, including all intellectual property rights, and (b) transactional and performance data related to your use of the Service. HR Chronicle may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization and product marketing) provided that such use does not reveal your identity, any of your confidential information or any personally identifiable information that belongs to you or your employees.

5.2 You retain all right, title and ownership interest in and to your Data. HR Chronicle has no right, title or interest in any personally identifiable information contained in or related to your Data.

5.3 You have no obligation to give HR Chronicle any suggestions, enhancement requests, recommendations, comments or other feedback (“Feedback”) relating to the Service. To the extent you provide any Feedback to HR Chronicle, HR Chronicle may use and include any such Feedback to improve the Service or for any other purpose. Accordingly, if you provide Feedback, you agree that HR Chronicle shall own all such Feedback and HR Chronicle and its affiliates, licensees, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to HR Chronicle.

5.4 From time to time during the Term, HR Chronicle may develop, author or prepare custom documents, designs, computer programs, computer documentation and other tangible materials (“Deliverables”), in each case pursuant to a statement of work executed by you and HR Chronicle. HR Chronicle shall own and retain all right, title and interest in and to such Deliverables and hereby grants to you a limited, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use during the Term. HR Chronicle may reuse any Deliverables, provided that such use does not reveal your identity or your confidential information.

6. Publicity

6.1 Unless otherwise agreed to by you and HR Chronicle, during the Term, HR Chronicle may disclose your name as a customer of HR Chronicle and/or subscriber of the Service, and you hereby grant HR Chronicle the right to display your name, company, and logo in HR Chronicle’s marketing materials and on HR Chronicle’s public website, in each case in accordance with any branding guidelines you may provide to HR Chronicle.

7. Warranties and Limitation of Liability

7.1 HR Chronicle represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the technical requirements documents that are generally provided by HR Chronicle in connection with the Service (“Documentation”); and (b) any professional services performed for you by HR Chronicle will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.

7.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, HR CHRONICLE HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. HR CHRONICLE DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

7.3 EXCEPT FOR (I) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (III) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (IV) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY HR CHRONICLE FROM YOU PURSUANT TO THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

8. Security Breach.

8.1 External Breach: In the event of a security breach, as defined by Applicable Law, by anyone other than your employee, contractor or agent, upon discovery of such breach, HR Chronicle will: (a) initiate remedial actions that are in compliance with Applicable Law and consistent with industry standards; and (b) notify you of the security breach, its nature and scope, the remedial actions HR Chronicle will undertake, and the timeline within which HR Chronicle expects to remedy the breach.

8.2 Internal Breach: In the event of a security breach, as defined by Applicable Law, by your employee, contractor or agent, you shall have sole responsibility for initiating remedial actions and shall notify HR Chronicle immediately of the breach and steps you will take to remedy the breach.

9. Indemnification

9.1 You agree to indemnify, defend and hold harmless HR Chronicle, and its affiliates, officers, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys’ fees), judgments, losses and other liabilities (including amounts paid in settlement) (“Liabilities”) incurred as a result of any third-party action, claim, demand, proceeding or suit (“Claim”) to the extent arising from or in connection with your use of the Software and/or Service in violation of this Agreement.

9.2 HR Chronicle agrees to indemnify, defend and hold harmless you, and your affiliates, officers, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim to the extent arising from or connected with an allegation that your use of the Software and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall HR Chronicle have any obligations or liability arising from: (a) use of the Software and/or Service in a modified form or in combination with materials or software not furnished by HR Chronicle, and (b) any User Content, information or Data provided by you, your end users, or other third parties.

9.3 A party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the Claim, (b) give the indemnifying party sole control of the defense of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party’s prior consent), and (c) provide the indemnified party with all reasonable cooperation, information and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information and assistance, shall not relieve the indemnifying party of its obligations under this Article 10, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.

10. Governing Law

10.1 This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Utah, without reference to conflict of laws principles. Any legal action or proceeding with respect to this Agreement must be brought in the courts of the State of Utah, and or the courts of the United States of America for the District of Utah. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

11. Compliance with Laws; Disclaimers

11.1 Each Party shall comply with all Applicable Law in connection with its own activities under this Agreement. The Service can be configured and used in ways that do not comply with Applicable Laws and it is your sole responsibility to monitor your employees’ use and your use of the Service to ensure that such use complies with and is in accordance with Applicable Law. In no event shall HR Chronicle be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service.

11.2 HR Chronicle does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Law in the jurisdictions in which you use the Service, and any statements made by HR Chronicle to you shall not constitute legal advice.

11.3 You acknowledge that HR Chronicle exercises no control over your specific human resource practices implemented using the Service or your decisions as to employment, promotion, advancement, termination, notification, or compensation of any employee or authorized user of the Service. You further agree and acknowledge that HR Chronicle does not have a direct relationship with your employees and that you are responsible for all contact, questions, Data updates and collection, with your employees. In addition, you are responsible for the privacy (including adopting and posting your own privacy policies governing your treatment of your employees’ Data), collection, use, retention and processing of your employees’ Data, and providing any and all notices and information to your employees regarding the foregoing, in compliance with all Applicable Laws. HR Chronicle hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service by you and/or your employees, contractors or agents.

11.4 You agree that you will not, directly or indirectly, ship, transfer, transmit, export or re-export, or knowingly permit any of the foregoing with respect to the Service or Software, or any technical information about the Service or Software, to any country for which the United States Export Administration Act, any regulation thereunder, or any similar United States law or regulation, requires an export license or other United States Government approval, unless the appropriate export license or approval has been obtained.

11.5 You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

12. General Provisions

12.1 Entire Agreement. This Agreement encompasses the entire agreement between you and HR Chronicle with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement.

12.2 Modification. This Agreement may only be altered, amended or modified by a written or electronic instrument executed by both parties.

12.3 No Waiver. The failure of HR Chronicle to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

12.4 Severabilty. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties, and shall not affect the validity and enforceability of any remaining provisions.

12.5 Survival. The provisions of this Agreement that should, by their nature survive termination and/or expiration, shall and do survive such termination and/or expiration.

12.6 Assignment. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without HR Chronicle’s prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.

12.7 No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. HR Chronicle shall not be liable for an errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.

13. Contact Information

13.1 If you have any questions about the Service or this Agreement, you may contact your account manager or through any of the support channels listed on the website. https://www.hrchronicle.com