Terms of Use

Definitions. As used in this Services Agreement and in any other Drake documentation now or hereafter associated herewith: "Service Agreement" means these online terms of use, whether written or submitted online, and any materials available on the Drake website specifically incorporated by reference herein, as such materials, including the terms of this Services Agreement, may be updated by Drake from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Services; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Services; "Effective Date" means the earlier of either the date this Services Agreement is accepted by selecting the "I Accept" option presented on the screen after this Services Agreement is displayed or the date you begin using the Services; "Initial Term" means the contract term, beginning on the contract start date and ending on the contract end date, "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "Administrator(s)" means those Users designated by you who are authorized to make purchases online by executing written Purchase Orders and to administer your use of the Service; "Term(s)" means the period(s) during which you are authorized to use the Services pursuant to the Purchase Order(s); "Purchase Order(s)" means the form evidencing the initial subscription for the Service and any subsequent orders submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Purchase Order to be incorporated into and to become a part of this Services Agreement (in the event of any conflict between the terms of this Services Agreement and the terms of any such Purchase Order, the terms of this Services Agreement shall prevail); "Drake Technology" means all of Drake’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Drake in providing the Service; "Service(s)" means any tools, assistance and/or solutions identified during the ordering process, developed, operated, and maintained by Drake and its designated web site or IP address, or ancillary online or offline products and services provided to you by Drake to which you are being granted access under this Agreement, including the Drake Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you.

Privacy and Security. Drake reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Each time a User logs in a message will appear asking whether User wishes to receive marketing and other non-critical Service-related communications from Drake. User may opt out of receiving such communications at that time or at any subsequent time by changing their preference. Drake occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that Drake can disclose the fact that you are a paying customer and the Services that you are using.

Your Responsibilities. You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Drake immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Drake immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Drake user or provide false identity information to use the Service.

Restrictions. Neither you nor any person accessing the Services by means of your account will, directly or indirectly:

(i) Modify, translate or create any derivative works of or based upon the Services or documentation including any translation or localization;

(ii) Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive or discover the source code or underlying ideas or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction;

(iii) Distribute, redistribute, encumber, sell, resell, rent, lease, sublicense or otherwise transfer rights to the Services;

(iv) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Services;

(v) Permit other individuals to use the Services except under the terms of this Agreement.

You agree that the Services are not intended to be used as the sole or principal cause for hiring, transferring or promoting a candidate for hire, transfer or promotion since the Services are intended only to compliment sound hiring and management practices.

Account Information and Data. Drake does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Drake, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Drake shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Drake will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Drake reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Drake shall have no obligation to maintain or forward any Customer Data.

Intellectual Property Ownership. Drake alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Drake Technology, the Content and the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Services Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, or the Intellectual Property Rights owned by Drake. The Drake name, the Drake logo, and the product names associated with the Service are trademarks of Drake or third parties, and no right or license is granted to use them.

Third Party Interactions. During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Drake and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Drake does not endorse any sites on the Internet that are linked through the Service. Drake provides these links to you only as a matter of convenience, and in no event shall Drake or its licensors be responsible for any content, products, or other materials on or available from such sites. Drake provides the Service to you pursuant to the terms and conditions of this Agreement.

Payment of Fees. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made monthly in advance unless otherwise mutually agreed upon in a Purchase Order or through the website. This is a subscription service with a commitment of one (1) month or six (6) months. All payment obligations are non-cancellable and all amounts paid are non-refundable. You are responsible for paying for all Services ordered during the Term, whether or not such Services were used. Your credit card or approved purchase order will be debited the monthly fee at the prior to the start of each calendar month. You must provide Drake with valid credit card or approved purchase order information as a condition to signing up for the Services. An authorized Administrator may add Services by executing an additional written Purchase Order or using the Online Order Center.

Refund Policy. We do not issue refunds or exchange for Bundles and Solutions once the order is confirmed. We recommend contacting us at adminintelligenthelp@na.drakeintl.com or phone 1844 6 HRHELP/ 1844 6 474357 for assistance if you experience any issues receiving or downloading our products. If you have any questions about our Refunds Policy, please contact us.

Billing and Renewal. Drake charges and collects in advance for use of the Services. Drake will automatically renew and bill your credit card or issue an invoice to you each month or as otherwise mutually agreed upon. The renewal charge will be equal to the then- current number of total User licenses times the license fee in effect during the prior term, unless Drake has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Drake's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only (federal or provincial) taxes based solely on Drake's income. You agree to provide Drake with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Drake reserves the right to terminate your access to the Services in addition to any other legal remedies.

Non-Payment and Suspension. In addition to any other rights granted to Drake herein, Drake reserves the right to suspend or terminate this Services Agreement and your access to the Services if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month (19.56% per year) on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for any period of suspension. If you or Drake initiates termination of this Services Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Drake may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Drake reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Drake has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

Auto Debit Clause. Drake charges and collects in advance for use of the Services. Drake will automatically bill your credit card and issue an invoice to you each month as mutually agreed upon for a service. Drake is authorized to make auto-debit from the account which was used to purchase HR Helpline service, in case you have subscribed to it for period of 6 months. The amount will be deducted, as per the no. of users purchased, for period of 6 months automatically. You can choose to terminate the service but Drake will take the charge for the upcoming month. You need to inform Drake one (1) month in advance in order to terminate the HR Helpline service. Termination upon expiration; Other Changes to Accounts. This Services Agreement commences on the Effective Date. The Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in a Purchase Order. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Drake's then current fees. Either party may terminate this Agreement, effective only upon the expiration of the then current Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the event this Agreement is terminated (other than by reason of your breach), Drake will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Drake has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

Termination for Cause. Any breach of your payment obligations or unauthorized use of the Drake Technology or Service will be deemed a material breach of this Agreement. Drake, in its sole discretion, may terminate your use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that Drake has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

 Representations and Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Drake represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Drake help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

Mutual Indemnifications. You shall indemnify and hold Drake, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you of this Services Agreement, provided in any such case that Drake (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Drake of all liability and such settlement does not affect Drake's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

Drake shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Drake of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Drake; provided that you (a) promptly give written notice of the claim to Drake; (b) give Drake sole control of the defense and settlement of the claim (provided that Drake may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Drake all available information and assistance; and (d) have not compromised or settled such claim. Drake shall have no indemnification obligation, and you shall indemnify Drake pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Services with any of your products, service, hardware or business process(s).

Disclaimer of Warranties. DRAKE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. DRAKE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY DRAKE AND ITS LICENSORS.

Internet Delays. DRAKE'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. DRAKE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT SUCH PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Additional Rights. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

Notices. Drake may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Drake's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Drake's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Drake (such notice shall be deemed given when received by Drake) at any time by any of the following: letter sent by confirmed facsimile to Drake at the following fax numbers (whichever is appropriate): (416) 216-1109; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Drake at: P.O. Box 800, Station F, Toronto, Ontario, M4Y 2N8.

Modification to Terms. Drake reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the Services. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

Assignment and Change in Control. This Agreement may not be assigned by you without the prior written approval of Drake but may be assigned without your consent by Drake to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Drake directly or indirectly owning or controlling 50% or more of you shall entitle Drake to terminate this Agreement for cause immediately upon written notice.

General. This Agreement shall be governed by Ontario law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Drake as a result of this agreement or use of the Service. The failure of Drake to enforce any right or provision in this Services Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Drake in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Drake and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.