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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 SMR HR TECHNOLOGIES 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 SMR HR Technologies
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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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