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Terms of Use
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1. ACCEPTANCE OF TERMS
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1.1 Read these Terms of Use ("Terms") carefully before you ("You") accept these
Terms by:
(a) Placing an order through smrhrtech.com and/or
(b) Use the Smrhrtech.com website ("Website") in any other manner. If You do not
agree to all of these terms, do not use this Website.
1.2 The Terms are entered into by and between SMR HR Technologies Sdn. Bhd.
("SMR HR Technologies") and You. If you are using the Services on behalf of Your
employer, You represent that You are authorized to accept these Terms on Your
employer's behalf. SMR HR Technologies provides the SMR HR Technologies online
store and other on-line resources accessible via Smrhrtech.com (the "Services")
to You, subject to the Terms. Unless explicitly stated otherwise, the Terms will
govern Your use of any new features that augment or enhance the current
Services, including the release of new SMR HR Technologies resources. In
addition to the Terms and unless otherwise noted, the SMR HR Technologies
Standard License governs purchases You make through Smrhrtech.com, unless You
have currently in effect a separate written purchase or license agreement with
SMR HR Technologies for that product, in which case that separate agreement
governs. If there is a conflict between: (a) these Terms, and (b) either the SMR
HR Technologies Standard License or other applicable purchase or license
agreement, the latter prevail.
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2. YOUR OBLIGATIONS
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In consideration of your use of the Services, You agree to be solely responsible
for:
(a) Providing true, accurate, current, and complete information about You as
prompted by the Service's registration form (the "Registration Data"), and
(b) Maintaining and promptly updating the Registration Data to keep it true,
accurate, current and complete. You are solely responsible for the security of
your password.
SMR HR Technologies is not liable for any unauthorized use of the Website or
Services. You acknowledge and agree that certain Services may provide
password-restricted access to customer information such as names and certain
terms of Your existing contracts to assist You in purchasing, maintaining and
supporting Your SMR HR Technologies products. By using this Website and
registering for such Services, You consent to SMR HR Technology’s display of
such information via the Services and accept all risks of unauthorized access to
such information. If You provide any information that is false, inaccurate, out
of date, or incomplete, or SMR HR Technologies has reasonable grounds to suspect
that such information is false, inaccurate, not current, or incomplete, SMR HR
Technologies may suspend or terminate Your account and refuse any and all
current or future use of the Services (or any portion thereof).
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3. CONFIDENTIALITY OF HRDrive INFORMATION
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In order to gain access to the Services, You agree to these confidentiality
provisions:
3.1 You acknowledge that You may obtain direct access via the Website to certain
SMR HR Technologies confidential information ("Information"). You must hold
Information in strict confidence and may provide Information to employees in
your organization only on a need-to-know basis. You may use the Information from
the Website solely for the purpose of purchasing, maintaining and supporting
Your SMR HR Technologies products. Title to information remains with SMR HR
Technologies and its suppliers. You agree, either as an individual or on behalf
of Your employer, to be bound by the provisions of this Section 3. Furthermore,
if You are acting on behalf of Your employer, Your employer agrees to indemnify
You for violations of this Section 3.
3.2 You do not acquire any rights in Information, except the limited right to
use Information as described above.
3.3 Any breach of the Terms will result in irreparable harm to SMR HR
Technologies for which damages would be an inadequate remedy and, therefore, in
addition to its rights and remedies otherwise available at law, SMR HR
Technologies will be entitled to equitable relief, including both a preliminary
and permanent injunction, if such a breach occurs. You waive any requirement for
the posting of a bond or other security if SMR HR Technologies seeks such an
injunction.
3.4 Your obligations regarding Information expire five (5) years after the date
of disclosure. Upon termination of the Terms or SMR HR Technology’s written
request, You must cease use of Information and return or destroy all
Information.
3.5 The Terms impose no obligation upon You with respect to Information that You
can establish by legally sufficient evidence:
(a) You possessed, or knew, prior to Your receipt from SMR HR Technologies,
without an obligation to maintain its confidentiality;
(b) Is or becomes generally known to the public through no act or omission by
You, or otherwise without violation of the Terms;
(c) You obtained from a third party who had the right to disclose it, without an
obligation to keep such information confidential;
(d) You independently developed without the use of Information and without the
participation of individuals who have had access to Information, or
(e) in response to a valid order by a court or other governmental body, as
otherwise required by law, or as necessary to establish the rights of either
party under these Terms and as disclosed after prior notice to SMR HR
Technologies adequate to afford SMR HR Technologies the opportunity to object to
the disclosure.
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4. YOUR CONDUCT
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4.1 You understand that all information, data, text, messages, or other
materials ("Content"), whether publicly posted or privately transmitted, are the
sole responsibility of the person from whom such Content originated. This means
that You, and not SMR HR Technologies, are entirely responsible for all Content
that You upload, post or otherwise transmit via the Services. SMR HR
Technologies does not control the Content posted via the Services and, as such,
does not guarantee the accuracy, integrity or quality of such Content.
4.2 While it is not our intent to monitor Your online communications, SMR HR
Technologies reserves the right to edit or remove content that we become aware
of and determine to be harmful, offensive or otherwise in violation of these
Terms. SMR HR Technologies may also remove Content that contains third-party
commercial advertisements, is inaccurate or includes unauthorized disclosure or
personal information. Violation of these restrictions ("Restrictions") may also
result in the termination or suspension of your account. These Restrictions
apply to all content provided to or through the Services, including email
messages, newsgroup postings, chat, and personal or business web pages.
4.3 You agree not to post or store on Smrhrtech.com any Content that violates or
infringes anyone's intellectual property rights (including copyrights,
trademarks, trade secrets, patents, publicity rights or (to the extent
protectable) confidential ideas) or that is obscene, obscene as to minors, child
pornography, defamatory, racist, lewd, lascivious, filthy, excessively violent,
harassing, or otherwise objectionable.
4.4 You agree not to use the Services in any way for spamming or to transmit
chain letters, junk email or bulk communications. You agree not to use any SMR
HR Technologies domain name as a pseudonymous return email address for any
communications that You transmit from another location or through another
service; and You may not pretend to be someone else or spoof their identity when
using the Services. Furthermore, You agree not to transmit unsolicited or bulk
communications to any SMR HR Technologies account holder or to any Smrhrtech.com
email address (regardless of whether You use the Services to transmit any such
communication).
4.5 You agree not to use the Services for any unlawful activities not otherwise
covered above. Additionally, You agree not to use the Services to:
(a) Impersonate any person or entity, including, but not limited to, a SMR HR
Technologies official, or falsely state or otherwise misrepresent Your
affiliation with a person or entity;
(b) Forge headers or otherwise manipulate identifiers in order to disguise the
origin of any Content transmitted through the Services or develop hidden pages
or images (those not linked to Smrhrtech.com from another accessible page);
(c) Upload, post or otherwise transmit any Content that You do not have a right
to transmit to the public under any law or under contractual or fiduciary
relationships (such as inside information, proprietary or confidential
information learned or disclosed as part of employment relationships or under
nondisclosure agreements);
(d) Upload, post or otherwise transmit any material that contains software
viruses or any other computer code, files or programs designed to interrupt,
destroy or limit the functionality of any computer software or hardware or
telecommunications equipment;
(e) Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than
other users of the Services are able to type, or otherwise act in a manner that
negatively affects other users' ability to engage in real time exchanges;
(f) Intentionally or unintentionally violate any applicable local, state,
national or international law, or any regulations having the force of law; or
(g) Collect or store personal data about other users.
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5. CONTENT SUBMITTED TO HRDrive
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5.1 SMR HR Technologies does not claim ownership of the Content You place on the
website. By submitting Content to SMR HR Technologies for inclusion on the
website, You grant SMR HR Technologies and all other users of Smrhrtech.com a
worldwide, royalty-free, and nonexclusive license to reproduce, modify,
distribute, transmit, display, perform, adapt, and publish the Content
(including in digital form).
5.2 You acknowledge that SMR HR Technologies does not pre-screen Content, but
that SMR HR Technologies and its designees have the right (but not the
obligation) in their sole discretion to block or restrict access to or the
availability of, or to disable, any Content that is available via the Services.
Without limiting the foregoing, SMR HR Technologies and its designees may
disable, restrict access to or the availability of, any Content that violates
the Terms or is otherwise objectionable. You must evaluate, and bear all risks
associated with, the use of any Content, including any reliance on the accuracy,
completeness, or usefulness of such Content.
5.3 Unless otherwise explicitly stated, herein, any Content provided by You in
connection with this Website shall be deemed to be provided on a nonproprietary
and non confidential basis. SMR HR Technologies shall have no obligation of any
kind with respect to such Content and shall be free to use or disseminate such
Content on an unrestricted basis for any purpose. You acknowledge that You are
responsible for the Content that You submit, and You, not SMR HR Technologies,
have full responsibility for the Content, including their legality, reliability,
appropriateness, originality and copyright.
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6. SPAM EMAIL AND POSTINGS.
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You agree that SMR HR Technologies would be irreparably harmed by the use, by
You or others, of SMR HR Technology’s Services or facilities in connection with
the transmission of spam newsgroup postings or unsolicited email in violation of
these Terms, and that SMR HR Technologies is entitled to obtain injunctive
relief against any such transmission (in addition to all other remedies
available at law or in equity). SMR HR Technologies reserves the right to block,
filter or delete unsolicited email.
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7. INDEMNITY
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You agree to indemnify and hold SMR HR Technologies, and its subsidiaries,
affiliates, officers, agents, co-branders, alliance members, or other partners,
and employees, harmless from any claim or demand, including reasonable
attorneys' fees, made by any third party due to or arising out of Your Content,
Your use of the Services, including any use by Your employees, Your connection
to the Services, Your violation of the Terms, or Your violation of any rights of
another.
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8. NOTICES; MODIFICATION AND TERMINATION OF SERVICES
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SMR HR Technologies may provide notices of changes to the Terms or other matters
by displaying notices or links to notices to You generally on the Services. SMR
HR Technologies reserves the right at any time and from time to time to modify
or discontinue, temporarily or permanently, the Services (or any part thereof)
with or without notice. SMR HR Technologies may make changes to the SMR HR
Technologies on-line store, including regarding products, services, programs,
and prices, at any time without notice. SMR HR Technologies, in its sole
discretion, may terminate Your password, Your use of the Services or use of any
other SMR HR Technologies service, and remove and discard any Content within the
Services, for any reason, including, without limitation, for lack of use or if
SMR HR Technologies believes that You have violated or acted inconsistently with
the letter or spirit of the Terms. Any termination of Your access to the
Services under any provision of the Terms may be effected without prior notice,
and SMR HR Technologies may immediately de-activate or delete Your account and
all related information and files in Your account and/or bar any further access
to such files or the Services. Further, SMR HR Technologies will not be liable
to You or any third-party for any termination, modification, or suspension of
the Services.
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9. ADVERTISEMENTS AND PROMOTIONS
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SMR HR Technologies may run advertisements and promotions from third parties on
the Services. Any correspondence or business dealings with, or participation in
promotions of, advertisers other than SMR HR Technologies found on or through
the Services, including payment and delivery of related goods or services, and
any other terms, conditions, warranties or representations associated with such
dealings, are solely between You and such advertiser. SMR HR Technologies is not
responsible or liable for any loss or damage of any sort incurred as the result
of any such dealings or as the result of the presence of such non-SMR HR
Technologies advertisers on the Services.
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10. LINKS
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10.1 The Services may provide, or third parties may provide, links to other
Internet sites or resources. Because SMR HR Technologies has no control over
such sites and resources, You acknowledge and agree that SMR HR Technologies is
not responsible for the availability of such external sites or resources, and
does not endorse and is not responsible or liable for any Content, advertising,
products, or other materials on or available from such sites or resources. SMR
HR Technologies will not be responsible or liable, directly or indirectly, for
any damage or loss caused or alleged to be caused by or in connection with use
of or reliance on any such Content, goods or services available on or through
any such site or resource.
10.2 This Website may be linked to other websites which are not under the
control of and are not maintained by SMR HR Technologies. SMR HR Technologies is
not responsible for the content of those sites. SMR HR Technologies is providing
these links to You only as a convenience, and the inclusion of any link to such
sites does not imply endorsement by SMR HR Technologies of those sites.
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11. INTELLECTUAL PROPERTY RIGHTS
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11.1 The Services and any software (including any downloads available at the
Website or otherwise provided by SMR HR Technologies) used in connection with
the Services ("Software") contain proprietary and confidential information that
is protected by applicable intellectual property and other laws. Content
contained in third-party advertisements or information presented to You through
the Services or advertisers is protected by copyrights, trademarks, service
marks, patents, publicity rights, or other proprietary rights and laws. Except
as expressly authorized by SMR HR Technologies or advertisers, You agree not to
modify, rent, lease, loan, sell, distribute or create derivative works based on
the Services or the Software, in whole or in part.
11.2 You may use the Software and related Services only subject to the agreement
or license that accompanies such Software or Services. You may use Services only
during their specified term, for the enumerated number of times, for the
specified number of individuals, or as otherwise limited in the applicable
agreement or license. Services involving an update, version release, product
release, maintenance release, patch or derivative work of a licensed Software or
Service may be used only: (a) on systems for which such Software or Service were
specifically licensed; and (b) subject to the license and warranty term
governing the original product or Service.
11.3 You must not modify, decompile, or reverse engineer any Software SMR HR
Technologies discloses to You, and must not remove, overprint, or deface any
notice of copyright, trademark, logo, legend, or other notice of ownership from
any originals or copies of Software or Information from the Services.
11.4 "SMR HR Technologies Trademarks" means all names, marks, brands, logos,
designs, trade dress and other designations SMR HR Technologies uses in
connection with Products or Services. Customer may not remove or alter any SMR
HR Technologies Trademarks. Customer acknowledges SMR HR Technology’s rights in
SMR HR Technologies Trademarks. Customer agrees not to incorporate any SMR HR
Technologies Trademarks into Customer's trademarks, service marks, company
names, Internet addresses, domain names, or any other similar designations.
11.5 SMR HR Technologies is committed to respecting others' intellectual
property rights, and we ask our users to do the same. SMR HR Technologies may,
in its sole discretion, terminate the accounts or access rights of users who
infringe or otherwise violate others' intellectual property rights. If You
believe that Your work has been copied in a way that constitutes copyright
infringement on our Website, please contact our copyright agent as described in
our copyright policy.
11.6 All Content provided on this Website is provided by or to SMR HR
Technologies by its respective manufacturers, authors, developers and vendors
(the "Third Party Providers") and is the copyrighted work of SMR HR Technologies
and/or the Third Party Providers. Except as stated herein, none of the Content
may be copied, reproduced, distributed, republished, downloaded, displayed,
posted or transmitted in any form or by any means, including, but not limited
to, electronic, mechanical, photocopying, recording, or otherwise, without the
prior express written permission of SMR HR Technologies or the Third Party
Provider. No part of the Website, including logos, graphics, sounds or images,
may be reproduced or retransmitted in any way, or by any means, without the
prior express written permission of SMR HR Technologies. You also may not,
without SMR HR Technology’s prior express written permission, "mirror" any
Content contained on this Website on any other server.
11.7 Nothing on this Website shall be construed as conferring any license under
any of SMR HR Technology’s or any Third Party Provider's intellectual property
rights, whether by estoppels, implication, or otherwise. You acknowledge sole
responsibility for obtaining any such licenses.
11.8 Permission is granted to display, copy, distribute and download SMR HR
Technology’s Content on this Website provided that: (1) both the copyright
notice identified below and this permission notice appear in the Content, (2)
the use of such Content is solely for personal, non-commercial and informational
use and will not be copied or posted on any networked computer or broadcast in
any media, except as explicitly permitted by valid license covering such
materials, and (3) no modifications of any of the Content are made. This
permission terminates automatically without notice if You breach any of these
terms or conditions. Upon termination, You must immediately destroy any
downloaded and printed Content.
11.9 Any unauthorized use of any Content contained on this Website may violate
copyright laws, trademark laws, the laws of privacy and publicity, and
communications regulations and statutes.
11.10 Content provided by Third Party Providers has not been independently
authenticated in whole or in part by SMR HR Technologies. SMR HR Technologies
does not provide, sell, license, or lease any of the Content other than those
specifically identified as being provided by SMR HR Technologies.
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12. DISCLAIMER OF WARRANTIES
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12.1 Your use of the services and any software is at your sole risk. the
software, services and information are provided on an "as is" and "as available"
basis. the content on the website is provided "as is", "with all faults," and is
for commercial use only. smr hr technologies disclaims all express or implied
conditions, representations, and warranties of any kind, including any implied
warranty or condition of merchantability, fitness for a particular purpose,
title, quiet enjoyment or noninfringement. smr hr technologies makes no
representations, warranties, conditions or guaranties as to the quality,
suitability, truth, accuracy or completeness of any of the content contained on
the website. smr hr technologies may make available on the website content
available for downloading which has been submitted by third-party users of the
website. any questions regarding the content should be directed to the providers
of such content. in no event will smr hr technologies or its suppliers be liable
for the accuracy or completeness of the content or information from the website.
12.2 SMR hr technologies makes no warranty or condition that: (i) the software
or services will meet your requirements, (ii) the services will be
uninterrupted, timely, secure, or error-free, (iii) the results that may be
obtained from the use of the software or services will be accurate or reliable,
(iv) the quality of any products, software, services, information, or other
material purchased or obtained by you through the services will meet your
expectations, or that (v) any errors in the software will be corrected.
12.3 Any material downloaded or otherwise obtained through the use of the
services is done at your own discretion and risk and you are solely responsible
for any damage to your computer system or loss of data that results from the
download of any such material, including any damages resulting from computer
viruses.
12.4 No advice or information, whether oral or written, obtained by you from smr
hr technologies or through or from the services will create any warranty or
condition not expressly stated in the terms. smr hr technologies's employees are
not authorized to vary these terms.
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13. LIMITATION OF LIABILITY
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13.1 To the extent not prohibited by applicable law, smr hr technologies is not
liable for any direct, indirect, incidental, special, consequential, punitive,
or exemplary damages, including but not limited to, damages for loss of profits,
revenue, goodwill, use, data, electronically transmitted orders, or other
economic advantage (even if smr hr technologies has been advised of the
possibility of such damages), however caused and regardless of the theory of
liability, whether in contract (including fundamental breach), tort (including
negligence) or otherwise, arising out of or related to:
(i) The use of or the inability to use the software or services;
(ii) The cost of procurement of substitute goods and services resulting from any
goods, data, software, information or services purchased or obtained or messages
received or transactions entered into through or from the services;
(iii) Unauthorized access to or alteration of your transmissions or data;
(iv) Statements or conduct of any third party on the services and the website;
or
(v) Any other matter relating to the services, including content you may
download, use, modify or distribute from the website.
13.2 You have sole responsibility for adequate protection and backup of data
and/or equipment used in connection with the website and will not make a claim
against smr hr technologies for lost data, re-run time, inaccurate output, work
delays or lost profits resulting from the use of the content.
13.3 You agree to hold smr hr technologies harmless from, and you covenant not
to sue smr hr technologies for, any claims based on using the website, whether
in contract (including fundamental breach), tort (including negligence) or
otherwise. some jurisdictions do not allow the exclusion or limitation of
incidental or consequential damages, so the above limitation or exclusion may
not apply to you.
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14. GENERAL INFORMATION
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14.1 The Terms constitute the entire agreement between You and SMR HR
Technologies and govern Your use of the Services, superseding any prior
agreements between You and SMR HR Technologies (including, but not limited to,
any prior versions of the Terms). You also may be subject to additional terms
and conditions that may apply when You use other SMR HR Technologies services,
third-party content or third-party software. You must not assign or otherwise
transfer the Terms nor any right granted hereunder. Sections 3, 4, 10, 11, 12,
13 and 14 survive termination of the Terms.
14.2 Illinois law and controlling U.S. federal law govern any action related to
the Terms. No choice of law rules of any jurisdiction apply. The parties
specifically disclaim the U.N. Convention on Contracts for the International
Sale of Goods. You and SMR HR Technologies agree to submit to the personal and
exclusive jurisdiction of the state courts located within the county of Fairfax,
Virginia
14.3 SMR HR Technologies controls and operates this Website from its
headquarters in the United States of America and makes no representation that
this Content is appropriate or available for use in other locations. If You use
this Website from other locations, You are responsible for compliance with
applicable local laws including but not limited to the export and import
regulations of other countries.
14.4 You acknowledge and agree that Content is subject to the U.S. Export
Administration Laws and Regulations. Diversion of such Content contrary to U.S.
law is prohibited. You agree that none of the Content, nor any direct product
there from, is being or will be acquired for, shipped, transferred, or
re-exported, directly or indirectly, to proscribed or embargoed countries or
their nationals, nor be used for nuclear activities, chemical biological
weapons, or missile projects unless authorized by the U.S. Government. You agree
to comply strictly with all U.S. export laws and assume sole responsibility for
obtaining licenses to export or re-export as may be required.
14.5 This Website could include inaccuracies or typographical errors. SMR HR
Technologies and the Third Party Providers may make improvements and/or changes
in the products, services, programs, and prices described in this Website at any
time without notice. Changes are periodically made to the Website. SMR HR
Technologies may amend these Terms at any time by posting the amended terms on
this site.
14.6 The failure of SMR HR Technologies to exercise or enforce any right or
provision of the Terms does not constitute a waiver of such right or provision.
If a court of competent jurisdiction finds any provision of the Terms to be
invalid, the parties nevertheless agree that the court should endeavor to give
effect to the parties' intentions as reflected in the provision, and the other
provisions of the Terms remain in full force and effect. Regardless of any
statute or law to the contrary, any claim or cause of action arising out of or
related to use of the Services or the Terms must be filed within one (1) year
after such claim or cause of action arose or be forever barred. The section
titles in the Terms are for convenience only and have no legal or contractual
effect.
14.7 These Terms represent the entire understanding relating to the use of the
Website and prevail over any prior or contemporaneous, conflicting, or
additional, communications.
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