Resourceworx privacy and security policies may be viewed at https://www.resourceworx.com . Resourceworx reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, Resourceworx occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service.
Service Agreement Grant & Restrictions
Resourceworx hereby grants you a non-exclusive, non-transferable, Canadian right to use the Service subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Resourceworx and its licensors.
Your Service Agreement allows you to assign or distribute content for the purpose of providing Product Knowledge training to registered users through either a linked “Retailer Site” or your own “Brand Registered login profile” assigned to a specific URL.
You shall not (i) license, sublicense, sell, resell, transfer or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
You are responsible for all activity occurring under your User accounts and 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 Resourceworx immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Resourceworx 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 Resourceworx user or provide false identity information to gain access to or use the Service.
Account Information and Data
Resourceworx does not own any data, information or material that you submit to the Service in the course of using the Service (“Content Data”). You, (or a Resourceworx authorized content developer) not Resourceworx, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Content Data, and Resourceworx shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Content Data. In the event this Agreement is terminated (other than by reason of your breach), Resourceworx will make available to you a file of the Content Data within 30 days of termination if you so request at the time of termination. Resourceworx reserves the right to withhold, remove and/or discard Content Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Content Data immediately ceases, and Resourceworx shall have no obligation to maintain or forward any Content Data.
Intellectual Property Ownership
Resourceworx alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Resourceworx Technology, the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Resourceworx Technology or the Intellectual Property Rights owned by Resourceworx. The Resourceworx name, the Resourceworx logo, and the product names associated with the Service are trademarks of Resourceworx 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. Resourceworx and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Resourceworx does not endorse any sites on the Internet that are linked through the Service. Resourceworx provides these links to you only as a matter of convenience, and in no event shall Resourceworx or its licensors be responsible for any content, products, or other materials on or available from such sites. Resourceworx provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
Charges and 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. The initial user fees will be equal to the current number of total Individual Registered Users times the User license fee currently in effect. Payments are billed monthly, consistent with the Initial Term, or as otherwise mutually agreed upon. You are responsible for paying for all Registered Users for the entire License Term. Registered Users added in the middle of a billing month will be charged in full for that billing month. Resourceworx reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 90 days prior notice to you, which notice may be provided by e-mail.
Data Storage and Load Balance
The maximum disk storage space provided to you at no additional charge is 500 MB If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. Resourceworx will use reasonable efforts to notify you when the average storage used reaches approximately 90% of the maximum; however, any failure by Resourceworx to so notify you shall not affect your responsibility for such additional storage charges. Resourceworx reserves the right to establish or modify its general practices and limits relating to storage of Content Data. For clients whose needs exceed the environment of a shared server solution, they may be required to maintain a dedicated server for their specific needs.
Billing and Renewal
Resourceworx bills and collects in advance for use of the Service. Resourceworx( or its licensor) will automatically issue an invoice to you (a) every month for monthly Services, or (b) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total Registered Users times the then-current user fee in effect at the time of renewal. Fees for other services will be charged on an as-quoted basis. Resourceworx’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. You agree to provide Resourceworx 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 Service 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, Resourceworx reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
Non-Payment and Suspension
In addition to any other rights granted to Resourceworx herein, Resourceworx reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month 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 User Fees during any period of suspension. Third parties linked to your content will also be informed of the suspension. If you or Resourceworx initiates termination of this 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. Resourceworx 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 Resourceworx has no obligation to retain Content Data and that such Content Data may be irretrievably deleted if your account is 60 days or more delinquent.
Termination upon Expiration
This Agreement commences on the Effective Date. For Manufacturer Services, the Initial Term will be for one year (1) or as otherwise mutually agreed upon commencing on the date an online presence is established. 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 less than one year) at Resourceworx’s then current fees. Either party may terminate this Agreement effective only upon the expiration of the then current License Term, by notifying the other party in writing at least thirty (30) 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), Resourceworx will make available to you a file of the Content Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Resourceworx has no obligation to retain the Content Data, and may delete such Content Data, more than 30 days after termination.
Termination for Cause
Any breach of your payment obligations or unauthorized use of the Resourceworx Technology or Service will be deemed a material breach of this Agreement. Resourceworx, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that Resourceworx has no obligation to retain the Content Data, and may delete such Content 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 & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Resourceworx 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 Resourceworx 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.
You shall indemnify and hold Resourceworx, 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 Content 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 or your Users of this Agreement, provided in any such case that Resourceworx (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 Resourceworx of all liability and such settlement does not affect Resourceworx’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Resourceworx 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 Resourceworx of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Resourceworx; provided that you (a) promptly give written notice of the claim to Resourceworx; (b) give Resourceworx sole control of the defense and settlement of the claim (provided that Resourceworx may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Resourceworx all available information and assistance; and (d) have not compromised or settled such claim. Resourceworx shall have no indemnification obligation, and you shall indemnify Resourceworx pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
Disclaimer of Warranties
RESOURCEWORX 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. RESOURCEWORX AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED 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 SERVICE 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 RESOURCEWORX AND ITS LICENSORS.
RESOURCEWORX‘S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. RESOURCEWORXIS 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 AND/OR ITS LICENSORS 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 THIS SERVICE, 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 OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Certain 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.
Resourceworx may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Resourceworx’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Resourceworx’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) 7 days after sending (if sent by email). You may give notice to Resourceworx (such notice shall be deemed given when received by Resourceworx’s) at any time by any of the following: letter sent by confirmed facsimile to Resourceworx at the following fax numbers (whichever is appropriate): (647) 479-9690 (Canada); letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Resourceworx at the following addresses (whichever is appropriate): Resourceworx Information Systems Inc. 296 Mill Rd Suite C9, Toronto Ontario M9C 4X8, Addressed to the attention of: Chief Financial Officer.
Modification to Terms
Resourceworx reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
This Agreement may not be assigned by you without the prior written approval of Resourceworx but may be assigned without your consent by Resourceworx 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.
This Agreement shall be governed by the laws of Canada, 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 courts of Canada. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) 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 Resourceworx as a result of this agreement or use of the Service. The failure of Resourceworx to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Resourceworx in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Resourceworx and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
“ Resourceworx“ means collectively Resourceworx Information Systems Inc. 296 Mill Rd Suite C9, Toronto Ontario M9C 4X8,
Resourceworx Technology” means all of Resourceworx‘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 Resourceworx in providing the Service; “Service(s)” means the specific edition of Resourceworx‘s online product training, content management, or other corporate ERP services identified during the ordering process, developed, operated, and maintained by Resourceworx accessible via https://www.resourceworx.com, www.brandfocused.ca or another designated web site or IP address, or ancillary services rendered to you by Resourceworx, to which you are being granted access under this Agreement, including the Resourceworx 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 (or by Resourceworx at your request).
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to firstname.lastname@example.org
Copyright 2020 Resourceworx Information Systems Inc. All rights reserved
Resourceworx Inc. values your business. We want you to be aware of our commitment to protect the information you share in the course of doing business with us.
It’s Your Information
Your Rights as They Pertain to Your Personal and Business Information
You have the right to know why an organization collects, uses or discloses your information. You have the right to expect an organization to handle your information reasonably and to not use it for any other purpose other than the one to which you consented. You have the right to know who in an organization is responsible for protecting your information. You have the right to expect an organization to protect your information from unauthorized disclosure. You have the right to inspect the information an organization holds about you and make sure it is accurate, complete and current. You have the right to expect an organization to destroy your information when requested and when no longer required for the intended purpose. You have the right to confidentially complain to an organization about how it handles your information. You have the right to contact the Privacy Commissioner of Canada if you are not satisfied with our handling of your information.
How We Collect and Use Your Information When you do business with us, we may collect three types of information: personal, non-personal and an anonymous. You share this information so that we may provide you with the information and service that best meet your needs. We assume your consent for our firm to use this information in an appropriate manner. We may use and disclose this information in order to:
Communicate with you in a timely and efficient manner Provide requested information on our products and services Analyze business results Act as required or authorized by law
In some areas of this website, you are asked to provide information that will enable a request for more information. Your participation is completely optional. You will be asked for your name, e-mail address and other appropriate personal information that would be needed to facilitate the information request.
We may use this data for marketing purposes.
For example, we may use information you provide to contact you to further discuss your interest in our services, and to send you information regarding Resourceworx Inc. and its partners, such as information about promotions or events.
What We Will Not Do With Your Information We do not sell or rent customer information to anyone. Nor do we share customer information with organizations outside of our relationship with you that would use it to contact you about their own products or services.
Links This web site may contain links to other sites. Please be aware that we are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of each and every web site that collects personally identifiable information. This privacy statement applies solely to information collected by this web site.
No Warranty Resourceworx Inc. attempts to provide accurate information on this website, but it assumes no responsibility for accuracy. Resourceworx Inc. may change the information on the site, or the products or services mentioned, at any time without notice. Content on this site is provided “as is” and Resourceworx Inc. disclaims all warranties, express or implied. This includes but is not limited to implied warranties of merchantability, or fitness for a particular purpose. It also includes any express or implied warranties arising from any course of dealing, usage or trade practice.
Limitation of Liability Resourceworx Inc. is not liable for any direct, indirect, special, incidental or consequential damages arising out of the use of material on this site. This includes but is not limited to the loss of data or loss of profit, even if Resourceworx Inc. was advised of the possibility of such damages.
We Strive to Protect Your Personal Information All employees and associates who are granted access to your personal information understand the need to keep this information protected and confidential. They know they are to use the information only for the purposes intended.
Your Privacy Choices You may withdraw your consent at any time (subject to legal or contractual obligations and on providing us reasonable notice) by communicating to us in writing. Please be aware that withdrawing your consent may prevent us from providing you with requested services. Please contact us in writing to withdraw your consent.
Contacting the Web Site If you have any questions about this privacy statement, the practices of this site, or your dealings with this web site, please contact us.