iRESOLVE TERMS OF SERVICE Effective as of: May 1, 2024 Last updated: May 1, 2024
Thank you for visiting the iResolve Platform (the “Website”). The Website is owned and operated by 7993064 Canada Inc. dba iResolve (“Company”, “iResolve”, “we”, “us” and “our”), a Canadian-owned organization. These Terms of Service (these “Terms”) govern your use of the Website and the content and services provided through the Website (collectively, the “Services”). Within these Terms, we refer to the users of our Services as “user”, “you” or “your”. THE FOLLOWING AGREEMENT GOVERNS YOUR USE OF THE SERVICES. PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE SERVICES, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THIS AGREEMENT IN ITS ENTIRETY AND AGREE TO BE BOUND BY ITS TERMS.
  1. GENERAL A. These Terms apply to all users of the Services, including the subscribing organization (“Subscriber”). Users have been granted rights to access and use the Services by the Subscriber in accordance with these Terms of Service. B. These Terms are in effect as of the date of acceptance as noted above. We reserve the right to add, remove, modify or otherwise change any part of these Terms at any time without prior notice. Changes will be effective when the revised Terms are posted on the Website or are otherwise made available to you. It is your responsibility to consult these Terms from time to time to ensure that you are up to date on any changes which may affect you. Your continued access and use of the Services after the changes to these Terms take effect will constitute your acceptance of such changes. If you do not agree to the changes, you are required to immediately discontinue use of the Services. C. BY ACCESSING AND USING THE SERVICES, YOU ACCEPT, WITHOUT LIMITATION, ALL OF THE TERMS AS INDICATED HEREIN. IF YOU DO NOT AGREE TO THE TERMS, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SERVICES.
  1. SERVICES DESCRIPTION A. The Website provides you with an automated alternative dispute resolution platform to resolve workplace issues and disputes. The Website is designed to provide reasoned opportunity to foster constructive discussions that lead to resolution. However, some issues are not conducive to use of this Website. Do not use this Website to resolve issues involving violence and abuse. Do not use this Website if you are feeling threatened or unsafe. If you are under threat or experiencing abuse or violence, report the threat to the Subscriber and/or the relevant authorities immediately.
1
B. We are constantly working on improving the Services. We reserve the right to add or remove functionalities or features to improve the Services, and we may suspend or stop the Services, temporarily or permanently, or restrict or prohibit access to the Services or parts thereof, without notice to you. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services. We reserve the right, in our sole discretion, to correct any errors or omissions in any portion of the Services at any time without notice but confirm that we have no obligation to do so. C. Statements and information about the Services are made for informational purposes only and do not constitute representations, warranties or conditions, express or implied, statutory or otherwise concerning such Services. All features, content, specifications, products and services described or depicted on the Website are subject to change at any time without notice. The inclusion of any products or services on the Website at a particular time does not imply or warrant that these products or services will be available at any time. D. iRESOLVE DOES NOT, THROUGH THE SERVICES OR ITS AVAILABLE FUNCTIONS, PROVIDE LEGAL, BUSINESS OR OTHER ADVICE OR ANY OTHER PROFESSIONAL OPINION. iRESOLVE HAS NO LIABILITY FOR RESOLVING WORKPLACE DISPUTES AND SOLELY ACTS AS A COMMUNICATION PLATFORM FOR WHICH INFORMATION REGARDING WORKPLACE DISPUTES MAY BE SHARED BETWEEN EMPLOYEES, LINE MANAGERS, AND HR MANAGERS.
  1. USER ACCOUNTS AND PASSWORDS A. To access the Services, you are required to have a user account, which is assigned to you by an authorized representative of the Subscriber. By accessing a user account, you agree to submit accurate, up-to-date and complete information and promptly update such information should it change. A user account is personal and may only be assigned to one user at a time. B. You will keep your user account and password confidential and will not disclose your user account and password to any third party. You are responsible for any and all activities which occur under your user account and password. You shall not permit others to use your user account or password or to use the Website in any manner or for any purpose. C. You agree to immediately notify us of any unauthorized use of your user account and password, or any other breach of security known to you or becomes known to you. If you believe someone has accessed your user account without your authorization, it is your responsibility to inform us and immediately change your password. You may be held liable for losses incurred by us or any other party for any unauthorized use or misuse of your user account and password by anyone other than you.
  1. OWNERSHIP RIGHTS A. Any and all information, content (excluding User Content, as defined in Section 5 of this Terms of Service), reports, data, databases, graphics, interfaces, designs, web pages, text, files, software, services, logos, icons, trade names, audio or video clips, underlying 2
HTML, software codes, meta-tags, trade-marks, service marks, patents, industrial designs, copyrights, trade secrets and other intellectual property rights contained in, associated with or available through the Services (collectively, “Service Content”) including the manner in which Service Content is presented or appears and all information relating thereto, are our property, or used under license by us, or we are authorized to use or reproduce Service Content by the holder of all rights thereto. B. Service Content is protected by copyright, trademark or other applicable laws. You are authorized to display Service Content on your computer in a web browser as part of the expected and ordinary use of the Services. You shall not copy or use Service Content in any other manner or for any purpose. In particular, you shall not: (i) copy, sell, reproduce, distribute, retransmit, publish, modify, display or prepare derivative works based on, re-post, or otherwise use any Service Content or underlying ownership rights or copyrights without our prior written consent; or (ii) remove or alter any visible or non-visible identification, marks, notices, or disclaimers.
  1. TERMS OF USE A. The Services are to be used solely for workplace disputes in accordance with these Terms of Service. As part of the Services, you may provide information relating to your workplace dispute on the Website through survey responses, which may include personal information (“User Content”). Any User Content you submit on the Website will remain your exclusive property (or, in the case of personal information, such information will remain the property of the individual to whom it relates). You are solely responsible for: (i) any User Content you submit to us on the Website; and (ii) the compliance of any submitted User Content with applicable laws. B. You represent that: (i) all User Content is accurate; (ii) you have all necessary rights to your User Content including all necessary rights to provide your User Content and to make it available in accordance with these Terms; and (iii) you are not infringing or violating any third party’s rights by providing User Content or making User Content available to us. You understand that User Content and other content made available through the Services may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. C. In submitting User Content to us, you acknowledge that the User Content will be shared with the parties named in the workplace dispute and with the Subscriber’s authorized representative. If you authorize us, we may share your User Content with third party services available through the Website, such as coaching services. D. In using the Service, you acknowledge that the Website is designed to facilitate dispute resolution but makes no promises, warrantees, or other guarantees of a successful outcome. A successful resolution is dependent on the willingness of the parties to reach a resolution.
3
E. In using the Service, you agree not to submit any User Content that may be deemed threatening or unsafe to other parties. You may elect to stop using the Service at any time. If you feel unsafe or threatened, we recommend pausing communications and taking appropriate measures to ensure that you are in a safe environment that is conducive to resolving your dispute. F. In using the Service, you agree not to take screenshots, publish, transmit, print, archive or copy any User Content provided by other parties through this Website. All User Content is provided in a “without prejudice” manner in an effort to resolve disputes. G. We may, but have no obligation to, monitor, edit, report or remove User Content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, obscene, or otherwise objectionable or violates any third party’s intellectual property or these Terms. H. By providing User Content to us, you hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable right to make use of User Content in connection with providing, managing, and administering the Services. For clarity, we may use, reproduce, archive, transmit, cache, and otherwise use User Content for the purpose of providing the Services and to the extent applicable, in accordance with our Privacy Policy. I. We shall have no liability whatsoever for the loss or corruption of User Content or for the failure of any backups of same for any reason whatsoever, including as a result of the failure of the equipment, software or communications services of Internet, hosting or other service providers. You are solely responsible for ensuring that you retain a copy of all User Content and backing up User Content in a manner that suits your requirements should you require any such backups. J. You acknowledge and agree that we may investigate any alleged or potential violations of law or these Terms and in doing so, may co-operate with law enforcement authorities. If we suspect a violation of our Terms or potential violations of law, your access may be suspended or terminated without notice to you. In addition, we reserve the right to seek all available remedies for violations of these Terms. 6. PROHIBITED USES You agree that you will not access, use, or allow others to access or use the Services: (i) for any purpose that is unlawful, harmful or otherwise objectionable, including any conduct that would constitute a criminal offence or incur civil liability, infringe others’ intellectual property or other rights, disclose private or personal matters concerning any person, or otherwise violate any applicable law; (ii) to use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, pornographic, abusive, invasive of privacy, harmful to others, or otherwise objectionable;
4
(iii) in any manner which could interfere with or disrupt the Website or servers or networks connected to the Website, including attempting to interfere with the access of any other user, host or network, including overloading, disabling, engaging in “denial of service” attacks, “spamming”, “crashing”, or “mail-bombing” such sites or disobeying any requirements, procedures, policies or regulations of networks connected to the Website; (iv) to upload, e-mail, post, make available, provide access, or otherwise transmit on the Website any material that contains software viruses, worms, “Trojan Horses”, or any other computer code, files or programs designed to interrupt, destroy, alter, or limit the functionality of any computer software or hardware or telecommunications equipment; (v) to hack or circumvent any system feature including any experimentation, inspection, decrypting, decompiling, disassembling or reverse engineering any portion of the Website for any reason; (vi) to obtain or attempt to obtain any material or information through any means not intentionally made available to you through the Website, including but not limited to scraping; (vii) to modify, copy, distribute, transmit, display, perform, reproduce, license, create derivative works from, transfer, or sell any information from the Website; (viii) to use or attempt to use another person’s login information without authorization, attempt to impersonate another person or create or use, or attempt to create or use, a false identity on the Website; (ix) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or other grounds of discrimination contrary to applicable law; (x) to collect, use, store or disclose personal information about other users without the consent of the owner of the information; (xi) to violate, or encourage the violation of, applicable laws; or (xii) for any obscene or immoral purpose.
  1. PRIVACY The Privacy Policy is incorporated by reference into these Terms. By agreeing to these Terms, you are also agreeing to our Privacy Policy. The Privacy Policy explains how we handle personal information that you provide to us and protect your privacy when you use the Services. By using the Services, you agree that we can use the personal information that you provided in accordance with the Privacy Policy.
  1. WARRANTIES AND DISCLAIMERS A. YOU EXPRESSLY UNDERSTAND, ACKNOWLEDGE AND AGREE THAT THE SERVICES OR ANY SERVICE CONTENT PROVIDED THROUGH THE SERVICES 5
ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THERE ARE NO, AND iRESOLVE DISCLAIMS ANY, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY NATURE OR KIND WHATSOEVER, EITHER EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED REPRESENTATION, WARRANTY OR CONDITION OF MERCHANTABILITY, AVAILABILITY OF THE SERVICES, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SATISFACTORY QUALITY OR NON-INFRINGEMENT. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. B. THE SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. iRESOLVE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE, EXPRESS OR IMPLIED, AS TO THE SECURITY, PRIVACY, RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY SERVICE CONTENT MADE AVAILABLE THROUGH THE SERVICES OR BY iRESOLVE FOR ANY PURPOSE WHATSOEVER. C. ALL FEATURES, CONTENT, SPECIFICATIONS, AND SERVICES DESCRIBED OR DEPICTED ON THE WEBSITE ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE. THE INCLUSION OF ANY SERVICES ON THE WEBSITE AT A PARTICULAR TIME DOES NOT IMPLY, WARRANT OR REQUIRE THAT THESE SERVICES WILL BE AVAILABLE AT ANY TIME.
  1. NEW FEATURES, SERVICES AND TOOLS We may, in the future, offer new features through the Services (including, the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms.
  1. THIRD-PARTY HYPERLINKS The Website may contain hyperlinks to websites operated by parties other than by us, including but not limited to coaching and other services linked to from our Website. These hyperlinks do not imply any endorsement by us of or any affiliation with the hyperlinked website. Your access and use of such third-party websites, including any information, material, products and services therein, is governed by the terms and conditions of that website, and used solely at your own risk.
  1. LIMITATION OF LIABILITY A. UNDER NO CIRCUMSTANCES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), AS A RESULT OF BREACH OF WARRANTY, STRICT LIABILITY, INDEMNITY OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL iRESOLVE OR ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, CONSULTANTS, AFFILIATES, LICENSORS OR SERVICE PROVIDERS (COLLECTIVELY, THE “iRESOLVE PARTIES”) BE LIABLE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES CHARACTERIZED AS: (I) LOSS OF PROFITS, INCOME, OR REVENUES, LOSS OF OPPORTUNITIES, BUSINESS INTERRUPTION OR LOSS, CORRUPTION TO OR 6
DELETION OF DATA; OR (II) DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY LOSSES OR DAMAGES, OF ANY NATURE WHATSOEVER, INCLUDING DAMAGES ARISING FROM OR IN CONNECTION WITH: (I) YOUR ACCESS TO, USE OR RELIANCE OF THE SERVICES OR SERVICE CONTENT; (II) YOUR INABILITY TO ACCESS OR USE THE WEBSITE OR OTHER MEANS PROVIDED TO ACCESS THE SERVICES; (III) ANY INFORMATION PROVIDED IN CONNECTION WITH THE SERVICES (INCLUDING THROUGH THE WEBSITE OR ANY CONTENT LINKED OR LINKING TO THE WEBSITE); (IV) ANY DELIVERY, HOSTING OR ANCILLARY SERVICES OR FACILITIES OF THIRD PARTY PROVIDERS USED BY iRESOLVE; OR (V) ANY OTHER MATTERS RELATING TO THE SERVICES OR SERVICE CONTENT
EVEN IF iRESOLVE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. CERTAIN JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON OR EXCLUSIONS OF EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS PROVIDED FOR HEREIN MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS AS PROVIDED BY LAW. 12. RELEASE AND INDEMNIFICATION A. You hereby expressly and irrevocably release and forever discharge iResolve Parties from any and all actions, causes of action, suits, proceedings, liability, debts, judgments, claims or demands of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, in law or equity, which you ever had, now have, or hereafter can, shall or may have, for or by reason of, or arising out of, resulting from or in any way connected, directly or indirectly, your use of the Services. B. You hereby agree to indemnify and hold harmless iResolve Parties from and against all actions, damages, claims, fines, penalties, complaints, demands, suits, proceedings, liabilities, costs, expenses, or losses (including reasonable legal fees) (collectively, “Claims”), resulting from or arising out of: (i) any breach of these Terms by you or any other person authorized by you, (ii) your use of or access to the Services (including use or access by you or any person using your account), (iii) any violation of applicable laws or any rights of a third party by you or any other person authorized by you; or (iv) User Content you provide to us in connection with the Services. You agree to assist and co-operate fully as reasonably required by iResolve Parties in the defense of any such Claim.
7
C. Without limiting the generality of Section 12.B above, you are responsible and may be held liable for: (i) any breach of your representations or obligations under these Terms and for the consequences of such breach, including any resulting loss or damage incurred by iResolve Parties or any other party; (ii) any losses incurred by iResolve Parties or any other party due to the access to or use of the Services (including access to or use of the Services by another party using your account and password); (iii) any and all activities that occur under your account; and (iv) any and all of your actions and omissions.
  1. TERMINATION A. These Terms are effective until terminated or replaced by us, with or without cause, in our sole discretion. We reserve the right to suspend or terminate your account and/or your access to the Services (or any portion of the Services) in the event that you fail to comply with these Terms or for any other reason whatsoever, with or without cause. If we terminate your account and/or access to the Services (or any portion of the Services), we will notify you and you may not try to access the Services again without our prior written approval. Any such termination shall be in addition and without prejudice to such rights and remedies as may be available to us, including injunction and other civil or equitable remedies or relief. We shall not be liable to you or to any third party in any way for such actions. B. If these Terms or your permission to access or use the Services are suspended or terminated for any reason, then: (i) these Terms will nevertheless continue to apply and be binding upon you, in respect of your prior access to or use of the Services and anything connected with, relating to or arising therefrom; and (ii) we may continue to use and disclose the personal information you provided to us, in accordance with the Privacy Policy. C. Upon the termination of a user account or a subscription, we may delete or destroy User Content that is in our possession and that is no longer required as we determine in our sole discretion or, in the case of personal information, in accordance with the Privacy Policy and our obligations under applicable laws.
  1. NO WAIVER We will not be considered to have waived any of our rights or remedies described in these Terms unless the waiver is in writing and signed by us against whom such waiver is invoked. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Our failure to enforce the strict performance of any provision of these Terms will not constitute a waiver for our right to subsequently enforce such provision or any other provisions of these Terms.
8
  1. APPLICABLE LAW The Terms are governed by the laws of the Province of Ontario and the Federal laws of Canada applicable therein (excluding any conflict of laws rules or principles which might refer to the laws of another jurisdiction). Any dispute arising from, connected with, or relating to the Website, Services, these Terms, or the Privacy Policy, will be resolved by binding arbitration in Ontario.
  1. SEVERABILITY If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, or otherwise is invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties, with the other provisions of these Terms remaining in full force and effect.
  1. ASSIGNMENT You shall not, without our prior written consent, assign or otherwise transfer your rights, duties or obligations under these Terms.
  1. INTERPRETATION Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party. The headings used in these Terms are included for convenience only and will not limit or otherwise affect the meaning of the Terms. In these Terms, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided: (i) a reference to any applicable law is to that applicable law as now enacted or as the same may from time to time be amended, re-enacted or replaced; (ii) the term “provision” includes terms, conditions, covenants, agreements, representations, warranties and other provisions; (iii) words or abbreviations that have well known technical, industry or trade meanings are used herein in accordance with their recognized meanings; (iv) where the word “including” or “includes” is used, it means “including (or includes) without limitation”; and (v) words importing the singular include the plural and vice versa and words importing gender include all genders.
  1. SURVIVAL The provisions of Sections 2 (Services Description), 3 (User Accounts and Passwords), 4 (Ownership Rights), 5 (Terms of Use), 6 (Prohibited Uses), 7 (Privacy), 8 (Warranties and Disclaimers), 9 (New Features, Services and Tools), 10 (Third Party Hyperlinks) 13 9
(Termination), 14 (No Waiver), 15 (Applicable Law), and 19 (Survival) shall survive the termination of this Agreement. 20. FRENCH LANGUAGE THE PARTIES CONFIRM THAT IT IS THEIR WISH THAT THIS AGREEMENT AS WELL AS ALL OTHER DOCUMENTS RELATING THERETO, INCLUDING NOTICES, HAVE BEEN AND WILL BE DRAWN UP IN ENGLISH ONLY. LES PARTIES CONFIRMENT QUE C’EST LEUR VOLONTÉ QUE CETTE CONVENTION DE MÊME QUE TOUS LES DOCUMENTS, Y COMPRIS LES AVIS S’Y RATTACHANT, SOIENT RÉDIGÉS EN ANGLAIS SEULEMENT. 21. CONTACT Questions, comments or any reports of violations of these Terms should be sent to: privacy@iresolve.ca