Terms of Use

Last updated April 27, 2017

Abletribe Inc. ("Abletribe") provides this website and online services to you subject to these Terms of Use. Please read all the Terms of Use carefully.

Definitions

The following terms shall have the following meaning throughout this Terms of Use.

Please read all the Terms of Use carefully. Abletribe provides the Abletribe App and online services to you subject to these Terms of Use. By using the Abletribe App, you are agreeing to be bound by these Terms of Use without any modification or qualification. IF YOU ARE DISSATISFIED WITH THE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. If for any reason you are unable to meet all the conditions set forth under the Terms of Use, or if you breach any of the Terms of Use contained herein, you may not use the Abletribe App or any of the Services.

Limited License

Abletribe grants you a non-exclusive, non-transferable limited license to use the Abletribe App and related resources in accordance with these Terms of Use. You agree not to infringe our intellectual property and the intellectual property of any Abletribe Parties, and you will comply with the terms of any applicable license agreements.

Member may provide password access to Employees to the Abletribe App. Such authorized users may have access to information and perform various tasks as instructed by Member, which include but are not limited to inputting and updating information, retrieving information and files, administering payroll, managing files, and any other lawful and authorized tasks that Member may prescribe. If you administer your Abletribe account on behalf of a business or corporation, you represent and warrant that you have the right to provide passwords and access credentials to your Employees.

Member and users shall be responsible for maintaining the strict confidentiality of their usernames and password, and Member will be responsible for any and all activities performed under their passwords, as well as unauthorized use.

Abletribe may, without notice or liability, discontinue, add or revise any feature, aspect, mode or design of the Services which include but not limited to the scope of service, time of service, or to the software/hardware required for access to the Services. Abletribe may also limit the geographic locations or jurisdictions where all or certain Services may be available.

Without prejudice to the foregoing, if there is a failure of or error, omission, defect, deficiency, delay causing downtime, or inability of a Member to access the Services for any length of time, including as a result of the permanent termination of service, Member acknowledges and agrees that, except as otherwise set out herein, its only remedy for any such error, omission, defect, deficiency, delay or other failure of the Abletribe App or the Services whatsoever is to discontinue using the Abletribe App and the Services.

Your registration for the Abletribe App constitutes consent to use any personal information which you provide us for the purposes set out in our Privacy Policy. You assume sole responsibility for and shall ensure that any information, data, documents or materials entered into, used, disclosed, or created using the Abletribe App or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You represent and warrant that you have obtained all required consents and comply with all applicable legislation, including privacy legislation, in connection with any use and disclosure of information relating to the use of the Abletribe App and the Services. Abletribe accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using the Abletribe App or the Services except as otherwise set out herein. The input, creation, posting or uploading of any information and the storage of any information, data, documents or materials using the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.

If you register to use the Abletribe App, you hereby represent and warrant to us that you have obtained all consents necessary in your jurisdiction to provide us and Abletribe Parties with the information required to provide the payroll Services. This includes consent to access your, your company's, and your employees' bank accounts to process direct deposits of payments and to debit overpayments and payment errors. You expressly authorize Abletribe and Abletribe Parties to process such deposits and debits as required from time to time and you agree to hold harmless and indemnify the Abletribe Parties against any damages, losses or claims arising in respect of payroll processes and access to employee accounts (excepting fraud, willful neglect, or manifest error by Abletribe or Abletribe Parties.)

Certain online services including access to online banking, online payments, direct deposit services, digitization, storage of data and files, and other online services related to the use of the Site are provided by financial institutions and other third party service providers and not by us. You agree to hold harmless and release the Abletribe Parties from any liability relating to your use of such online services. Your access to and conditions of use of such services may be limited in accordance with the Terms of Use published by such third party provider. You may be billed by your third party provider for such services and any such fees or costs are independent of Abletribe and will be paid by you. You represent and warrant that you have the right to provide us with usernames, passwords, personal information and other access credentials which we may require to access any third party services or accounts in connection with the Services.

Amendments

Abletribe reserves the right to modify or change these Terms of Use at any time without giving prior notice. We shall, however, notify you of significant changes by posting an announcement on the Site or emailing Member. Your use of the Abletribe Apps is subject to the most current Terms of Use posted on the Site at such time. The most current version can be reviewed by clicking "Terms of Use" hyperlink at the bottom of www.abletribe.com.

Ownership, Copyright, and Trademarks

Abletribe, Abletribe Parties and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, webpage designs, webpage layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using the Abletribe App and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within the Abletribe App constitute trade secrets. The usage of or access to our Services does not constitute a sale or transfer of any intellectual property rights or ownership to the users. Without any prejudice to the foregoing, any information, materials or data entered using the Abletribe App by a user or otherwise provided for accessing the Abletribe App on the user's behalf shall at all material times remain the property of the user. The user hereby grants to Abletribe a worldwide, perpetual, royalty free, non exclusive right and licence to use all content provided by the user in connection with the Abletribe App and the Services for uses related to the delivery and improvement of the Services.

Abletribe Guarantee

Abletribe takes every commercially reasonable effort to accurately calculate federal, provincial, and local payroll taxes. In the unlikely event such calculations are incorrect due directly to Abletribe's negligence, and such error result in a penalty, Abletribe will pay all or a portion of the penalty in the manner calculated and subject to the limitations below (the "Abletribe Guarantee"). The employer must provide Abletribe with the penalty notice received from the Canada Revenue Agency within 90 days of the date of the first notice. The penalty must be the direct result of incorrect calculations made by Abletribe and not the result of incorrect data provided by or on behalf of an employer or employee. The penalty must apply to a time period during which the employer was a paying Subscriber to and active user of Abletribe. The employer is responsible for any unpaid taxes, fees and interest charges due as a result of the penalty notice. The Abletribe Guarantee will only apply if Member permits Abletribe to act on Member's behalf in any communications and / or negotiations with the Canada Revenue Agency and Member assists Abletribe as reasonably required by Abletribe.

Abletribe Guarantee payment calculation and limitation:

THE GREATER OF (A) THE ACTUAL AMOUNT OF THE PENALTY (NET OF UNPAID TAXES, FEES AND INTEREST) ASSESSED AGAINST YOU, TO A MAXIMUM OF ONE THOUSAND CANADIAN DOLLARS ($1000) AND (B) THE TOTAL AMOUNT (NET OF TAXES) YOU HAVE PAID ABLETRIBE IN THE 12 MONTH PERIOD PRIOR TO THE DATE THE EVENT GIVING RISE TO THE CAUSE OF ACTION OCCURS, TO A MAXIMUM OF THE ACTUAL AMOUNT OF THE PENALTY (NET OF UNPAID TAXES, FEES AND INTEREST) AGAINST YOU.

Notice and Communications

You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.

You acknowledge that we may communicate with you electronically, including but not limited to email, SMS, instant messaging, on our Sites, and using any other forms of electronic communication. You consent to receiving these electronic communications.

Applicable Law and Venue

The Services are controlled by Abletribe and operated by it from its offices in Toronto, Ontario. You and Abletribe both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Abletribe explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Abletribe App, Services, and Support will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Use.

If you choose to access the Services from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Abletribe and Abletribe Parties for your failure to comply with any such laws.

Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) involving Abletribe and arising out of or relating to (a) these Terms of Use; (b) the Site, the Abletribe App, the Services, or Support; (c) oral or written statements, advertisements or promotions relating to these Terms of Use or to the Site, the Abletribe App, the Services, or Support; or (d) the relationships that result from these Terms of Use or the Site, the Abletribe App, the Services, or Support (collectively, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Abletribe related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Abletribe. If you have a Claim, you should give written notice to arbitrate at the email address specified below. If we have a Claim, we will give you notice to arbitrate at your email address or mailing address provided in by you upon registration to the Abletribe App. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.

To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE TERMS OF USE OR THE SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY CANADIAN DOLLARS ($50) AND (B) AMOUNTS YOU HAVE PAID ABLETRIBE IN THE 12 MONTH PERIOD PRIOR TO THE DATE THE EVENT GIVING RISE TO THE CAUSE OF ACTION OCCURS (IF ANY); EXCEPT THAT OUR LIABILITY UNDER THE ABLETRIBE GUARANTEE WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) THE ACTUAL AMOUNT OF THE PENALTY (NET OF UNPAID TAXES, FEES AND INTEREST) ASSESSED AGAINST YOU, TO A MAXIMUM OF ONE THOUSAND CANADIAN DOLLARS ($1000) AND (B) THE AGGREGATE AMOUNT (NET OF TAXES) YOU HAVE PAID ABLETRIBE IN THE 12 MONTH PERIOD PRIOR TO THE DATE THE EVENT GIVING RISE TO THE CAUSE OF ACTION OCCURS, TO A MAXIMUM OF THE ACTUAL AMOUNT OF THE PENALTY (NET OF UNPAID TAXES, FEES AND INTEREST) AGAINST YOU. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE TERMS OF USE OR THE SERVICES.

Assignment

Abletribe may assign these Terms of Use and all agreements relating hereto without requiring your consent.

You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Abletribe, and any such attempted assignment will be void and unenforceable.

No Waiver

No delay or omission to exercise any right or remedy accruing upon any breach or default hereunder shall impair any such right or remedy nor be construed as a waiver of any such breach or default or of any similar breach or default thereafter occurring, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single breach or default shall operate or be construed as a waiver of any subsequent breach or default.