InStaff Cloud Terms of Service Agreement

Introduction

Welcome to InStaff!

Please read these Terms of Service carefully. If you have any questions, please contact us at contact@instaff.org.

InStaff (the "Software" or "Service") is an employee portal application and Software-as-a-service, which is developed and provided by INSTAFF INC. ("INSTAFF", "we", "us" or "our"), a Canadian federally incorporated company with headquarters residing at 2000 Argentia Road, Plaza 2, Suite 210, Mississauga, Ontario, L5N 1V8, Canada.

If you are signing up for or using InStaff on behalf of a company or other entity, "You", "Your" or the "Customer" refer to such company or entity, and you pledge that you are duly authorized to represent such company or entity. If you are signing up for or using InStaff on your own behalf, "You", "Your" or the "Customer" refer to you as an individual.

These Terms of Service ("Terms") describe your rights and responsibilities when accessing or using InStaff, our rights and responsibilities in providing the Service, and the rules governing your access or use of the Service.

These Terms of Service form a legally binding contract between you and INSTAFF. By signing up for, accessing or using InStaff, and for as long as you have an active account with InStaff, you agree to be bound by these Terms.

Changes to these Terms of Service

Occasionally we may make changes to these Terms of Service. If we make changes that will or have the potential to materially affect you as the customer, we will notify you as appropriate under the circumstances, e.g., by displaying a notice within the Service or sending you an email. In some cases, we will send you a notice in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue using the Service after the changes have been made, you may terminate your subscription with us by contacting us or as indicated under "Cancelling Your Subscription" below. If you are not notified of a material change to these Terms of Service, you have the right to continue using the Service under the previous Terms of Service until otherwise notified. It is therefore your responsibility to read all notices carefully and to take note of the Terms of Service that are current at the time upon which you are first beginning to use InStaff.

Exceptions to these Terms of Service

These Terms of Service are written for, but are not limited to, Standard Subscription Plans. Standard Subscription Plans are plans with a month-to-month commitment, monthly billing, and invoiced at our standard rate as listed on our website pricing page (instaff.org/pricing), for your exact usage totals, e.g., if using paystubs module, monthly total calculated on exact number of paystub uploads.

However, under certain circumstances and at our sole discretion, we may agree to negotiate a unique agreement (the "negotiated agreement") with you, with new terms and conditions that are not covered by, or are in conflict with these current Terms of Service. For example, we may agree to provide alternative payment plans, e.g., flat rate plans, annual/commitment based plans, payment or pricing accommodations, etc.

In these cases, the negotiated agreement must be made clear and agreed to by both parties in writing. In some cases we will require you to sign a separate written contract that will describe the terms and conditions of the negotiated agreement.

In all such non-standard cases, the negotiated agreement will then constitute part of our agreement and will override any of these Terms of Service with which the negotiated agreement is in conflict. For any of these Terms of Service that are not in conflict with the negotiated agreement, the rest of these Terms will still apply to form the remainder of our agreement.

Using InStaff

Trial

At our sole discretion, we may offer a trial in which you are welcome to freely use your InStaff portal(s) and any of InStaff’s features for a period of approximately one month. Following your trial you will be prompted for your billing/payment information, which you must provide in order to continue using InStaff. By providing your payment information you are then considered by us to be an officially "live" InStaff customer, and you agree to us beginning your billing cycle, which usually starts on the first business day of the month after your trial ends.

On your first invoice you will be responsible for the costs of any paystub or tax form uploads made during your trial and before your first invoice date, plus applicable setup fees, plus the cost of any other active modules prorated for the time between your trial end date and your first invoice. You will not be charged for the trial usage of any other modules.

It is your responsibility to disable any features that were active during your trial that you do not wish to use and be subsequently billed for, before entering your payment information and "going live", as we will bill you based on the features you have active. You can disable any of these features yourself through your portal’s billing page, or by contacting us.

If you do not wish to continue using InStaff past your trial, you may simply opt to not provide your payment information.

Adding or Removing Portal Features

InStaff is a modular employee portal application, with different features ("modules") that you can choose to have active within your InStaff portal. Only active features will be displayed and be accessible within your portal. You may choose at any time to add or remove features by selecting/unselecting them yourself within your portal’s billing page, or by contacting us. Any changes to your selected features and your subsequent total costs will be reflected in the invoice of the month following the change.

In-App Messages & Notifications

In an effort to improve our service, we may occasionally post promotional content within your portal dashboard that may be targeted to your administrative users or non-administrative users, for example to educate you about new features or offers, or to ask for feedback, referrals or reviews. We strive to make these as relevant and unobtrusive as possible, and these will never be used to advertise any third party content. However, you can disable these messages if desired by contacting us.

Please note that these are not the same as notifications which are located at the top of your portal dashboard. Notifications are only used to display important service-related messages such as office closure dates or planned downtime, and cannot be disabled.

Submitting Feedback & Requests

INSTAFF specializes in custom software development - in fact, InStaff started as a custom project for one of our clients. Over the years our solution has evolved largely based on customer feedback and requests.

As such, if there is a feature or integration that you might be interested in that our software does not currently have or feedback on how we can improve our service, we encourage you to contact us to let us know. You can reach out to your Account Manager, Sales Manager, or our contact@instaff.org inbox and we will take note of your request.

Please note that submitting a request does not guarantee that we will be able to fulfill it. All requests are subject to our consideration and may or may not cost an additional fee to fulfill. Ultimately any changes made to our software and service will be made at our sole discretion.

Support

Support Availability

You are entitled to basic technical support in the English language by phone, email or web conference, exclusively for your portal administrative users and at no additional cost, upon request during INSTAFF’s regular business hours of Monday to Friday, 9 AM to 5 PM EST, excluding federal and provincial Canadian statutory holidays or as we may otherwise notify you. You may submit a support request by contacting your Account Manager, submitting a ticket through our helpdesk which can be done using the "Help" link within your portal, or emailing support@instaff.org.

We take pride in the quality of our support and will always make our best effort to respond to you in a helpful and timely manner. However, we reserve the right to charge fo r or limit the availability of our support if we consider your support requests to be abusive, excessive or otherwise unreasonable, as determined at our sole discretion.

Account Manager as External Administrator

When creating and setting up your portal, your Account Manager will create an account for themselves as an external administrator of your portal in order to easily facilitate any support you may require in the future, for example by allowing them to log into your portal to quickly diagnose an issue. It is recommended that you keep your Account Manager’s external administrator account as this helps us provide our best service. Your Account Manager is bound by our Privacy Policy and will never make any unauthorized changes to your portal. However, you may choose to remove your Account Manager from this role at any time under your "Manage Users" page or by contacting us. If you choose to remove your Account Manager as an external administrator within your portal, you acknowledge that we may not be able to support you to the same extent as we would otherwise.

Payment

Payment Methods and Terms

Invoices are sent on the first business day of the month for the usage totals of the previous month. You may pay using credit card or cheque. If you are based in Canada and perform your banking through a Canadian financial institution, you may also choose to pay via EFT.

If paying by credit card, your credit card will be automatically charged on the first business day of each applicable month. Your credit card information can be provided through your portal’s billing page and credit card payments are processed by our third party payment processor, Stripe.

If paying by cheque, your payment is due within 30 days of receiving an invoice. Cheques must be mailed to 2000 Argentia Road, Suite 210, Mississauga, Ontario, Canada, L5N 1V8 and made payable to INSTAFF INC.

If intending to pay by EFT you must contact us to let us know of your intention to pay with this method, at which point we will provide you with the information necessary to facilitate a transaction.

Late Fees
Outstanding invoices that are considered past due (e.g., after 30 days from the initial invoice if paying by cheque) are subject to a late fee surcharge of 3.5% of the total past due invoice which may be applied at our discretion.

Minimum Monthly Invoice

The minimum monthly cost to use InStaff is $20 per month. This means that if your monthly usage total is less than $20 in any given month, for example in cases where you have not made any paystub uploads for the month or not enough paystub uploads to reach the $20 minimum threshold, we will apply the difference on your invoice to bring the total to $20. If your usage total naturally exceeds $20 in any given month, this does not apply to you. We maintain this policy as it costs us to host and maintain your InStaff portal, regardless of whether or not you are using it.

Flat Rate Plans & Fair Use Limit

This only applies to Flat Rate Plans and does not apply to Standard Subscription Plans.

Sometimes we may offer Flat Rate Plans in which we will agree to provide the Service at a negotiated flat rate. Flat rates are offered and calculated based on estimated usage totals that are provided by you and are conditioned upon your using the Service in a manner consistent with the given estimated usage. It is your responsibility to provide as accurate an estimate as possible.

However, we understand that estimates are only that, and you may not be able to account for unforeseen growth or fluctuations in usage. For this reason we provide a buffer which allows you to safely go over your estimated usage to a reasonable extent, without incurring additional costs. This is called the Fair Use Limit.

The Fair Use Limit accounts for prolonged, unexpected increase in your actual usage and its effect on the load of INSTAFF. The Fair Use Limit is equal to 140% of your estimated usage. For example, if we offer a flat rate plan based on your provided estimate of 1000 paystub uploads every month, your Fair Use Limit is 1400 paystub uploads.

In the event that your actual usage continually exceeds your Fair Use Limit, we reserve the right to administer a new flat rate or pricing plan, or charge at the then standard rate for any usage exceeding the Fair Use Limit. Whether or not you are considered to be continually exceeding your Fair Use Limit is determined at the sole discretion of INSTAFF.

If you have been offered a Flat Rate Plan you will be required to sign a separate written contract which will clearly articulate your estimated usage, your corresponding Fair Use Limit, and any other conditions.

Renewing Annual or other Commitment Based Plans

This only applies to Annual Plans or any plans with a time-based commitment ("Commitment Based Plans"). This does not apply to Standard Subscription Plans.

Sometimes we may offer Commitment Based Plans. Commitment Based Plans are plans that are conditioned upon your commitment to using our Service for a certain period of time. In these cases you will be required to sign a separate written contract, which will clearly articulate the agreed upon time period of the commitment and any other conditions.

We do not automatically renew Commitment Based Plans. Upon the pending expiry of a Commitment Based Plan, we will make an effort to notify you in advance of your plan’s expiry to confirm if you will be renewing your plan or to negotiate an updated agreement. If we are unable to reach you by your plan’s expiry date, we will continue to try and establish contact with you, however you may in the meantime be placed in a month-to-month Standard Subscription Plan at the then standard rates or have your service suspended at our discretion.

Usage Data

In order to provide our Service, we collect usage data such as the number of paystub, tax form or other file uploads, and user counts. This data is used to facilitate billing, pricing decisions, and for internal reporting. We use this information in accordance with our Privacy Policy and never for any other reasons.

Cancelling Your Subscription

You may cancel a Standard Subscription Plan or any other subscription with a month-to-month commitment at any time by navigating to your portal’s billing page and selecting "Request Account Cancellation". Selecting this option will immediately cancel future billing and your portal will be scheduled to be permanently deleted along with all your data and files in 30 days. You may continue to use your portal during this time. After selecting this option, our billing department will email you to ask a few questions about the circumstances of your departure and to give you the option to permanently delete your portal and data immediately if desired. Your reply is optional. It is highly recommended that you let your users know to download any relevant files before your portal is deleted. You may also terminate your account by contacting us directly.

Hosting

The Customer is hereby granted a non-exclusive, non-transferable license to access and use the Software via the Site or App as described and on the Terms set out herein. The Customer acknowledges that INSTAFF may, in its discretion, update and modify the Software and the Site and any applications from time to time. If INSTAFF considers any such update or modification to be material, it shall notify the Customer prior to or at such time as the update or modification comes into effect. INSTAFF may in its discretion update or modify the Software or the Site or App or create new modules without making the update or modified versions or new modules available to the Customer, provided that INSTAFF shall make the same available to the Customer if the Customer agrees to pay such additional fees for the same as INSTAFF may require. INSTAFF may re-locate the Site to a new domain provided that INSTAFF gives notice of such re-location to the Customer. The Customer shall provide at its expense all equipment and facilities necessary to access the Site from time to time. The license does not include any right to: (a) download the Software to any computer or storage device; or (b) have access to the object or source code of the Software. INSTAFF is not obligated to provide the Customer with any maintenance except where necessary to keep the site and Service available and/or as specified in the agreement. INSTAFF is not responsible for any maintenance or support related to software that is not developed by INSTAFF. INSTAFF is not obligated to provide additional training (other than the initial training) or enhancements in respect of the Site or the Software, nor is INSTAFF obligated to assist the Customer with the importing of the Customer's data into the Software. However, at the Customer's request, INSTAFF may provide additional services of the nature referred to above and these additional services may or may not cost additional fees as determined by INSTAFF.

Limitations

The Customer shall not permit any unauthorized access, alteration, theft, corruption or destruction of files, data, transmission facilities or equipment related to the Software or the Site, and shall not use the Software or the Site for illegal, improper or unacceptable practices and shall, without limiting the generality of the foregoing, not permit the dissemination of any viruses, Trojan horses, time bombs, worms, or other code which may interrupt, destroy, or limit the function of any software, hardware or communications equipment, unsolicited mass email or other improper internet based advertising campaigns, privacy breaches, denial of use attacks, spoofing, or impersonation and shall not interrupt or attempt to interrupt the operation of the Software or the Site in any way. The Customer represents and warrants that its use of the Software and the Site and any files information or data that it may upload to the Site, or database: (i) will not infringe any copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) will not violate any law, statute, ordinance or regulation; (iii) will not be defamatory or trade libelous; (iv) will not be fraudulent, infringing, abusive, lewd, obscene, pornographic or act otherwise contrary to the laws of Quebec, Ontario or the laws of Canada. The Customer shall not tamper with the Site and/or Software, without limitation, attempts to translate, reverse engineer, decompile, disassemble to modify the Site and/or Software, or to merge the Site and/Software with other system. Data mining, scraping, framing or mirroring is strictly prohibited and data may not be extracted from the Site and/or Software except as expressly provided for within these Terms and Conditions and/or Agreement. Notwithstanding any other provision, the Customer will be allowed to download the application onto any computer, phone, or tablet and use it as per the terms of this agreement and as instructed by INSTAFF. INSTAFF will not be required to routinely monitor the Customer's use of the Software or the Site, but reserves the right to do so. In addition to any other termination rights set out in this Agreement, INSTAFF may remove or have removed from its servers any files which it believes violates these terms in its discretion and may suspend or terminate this license and block access to the Software and the Site without notice if it becomes aware of, or has reason to suspect that, a violation of the terms of this Agreement has occurred or is occurring.

Security

INSTAFF shall provide the Customer with account and password information granting access to the Software via the Site. The Customer is solely responsible for the confidentiality of its account, and all acts and omissions associated with its account, including, without limitation, the acts and omissions of third parties. In the event of any known or suspected unauthorized use of the Software or the Site, or any known or suspected breach of security, including without limitation, loss, theft, or unauthorized disclosure of the Customer's password information, the Customer shall notify INSTAFF immediately in writing. Despite such disclosure, the Customer will remain responsible for all acts and omissions associated with its password. The Customer will not attempt to access the Site or use the Software or the App except during the term of this Agreement using the password assigned to the Customer by INSTAFF.

Proprietary Rights

The Customer acknowledges that INSTAFF is the sole and exclusive owner of all rights in and to the Software and the Site and all intellectual property which has been used to develop the same, or which may be used to update or modify the same, and that all intellectual property which comprises a part of the Software or the Site, or which INSTAFF has created or acquired in the conduct of its business, including, without limitation, all patents, copyrights, trade-marks, trade-names, trade secrets, business methods, source code, internet domains, registrations, artwork, logos, text, pictures, sound, graphics, video, data, the nature of the screen content generated by the Software, the manner in which the Site is organized and presented and the manner in which reports are generated, formatted, organized and presented, the text of reports, and the nature and type of reports generated by the Software and other material (all of the foregoing being referred to as the "Intellectual Property"). INSTAFF agrees that all information and materials, however recorded, including images and data provided by the Customer to INSTAFF or imported into the Software by or on behalf of the Customer shall remain the sole property of the Customer at all times and do not form any part of INSTAFF's Intellectual Property. The Customer shall not and shall not permit any third party to, at any time: (a) sublicense, pledge, sell, lease, rent, or otherwise transfer or share its rights under this Agreement; (b) use the Software or Site to process or store data for other parties except with INSTAFF's prior written consent; (c) disclose any of the Intellectual Property to any third party without INSTAFF's prior written consent; (d) directly or indirectly, use any of the Intellectual Property in connection with the development of computer programs for its own use or use by third parties; or (e) attempt to do any of the foregoing. This clause does not prevent the Customer from printing or reproducing the content of screens displayed at the Site nor disclosing the same to third parties. The Customer shall at all times treat all of the Intellectual Property as confidential and shall not use it for any purpose other than as contemplated by this Agreement. The Customer shall not, and shall not permit any third party to, at any time, reverse engineer, decompile, disassemble, or create derivative works from the Intellectual Property, or to modify, interfere or corrupt any part of the same in any way, or attempt to do any of the foregoing.

Third Party Intellectual Property

The Customer shall not and shall not permit any third party to, at any time: (a) upload, import, host, transfer, or download any intellectual property that it does not own, or that it does not have a specific license to use. The Customer shall in no way shape or form use Site or Software in such a way that violates the intellectual property rights of a third party.

Indemnity

The Customer shall indemnify and hold INSTAFF harmless from and against all claims, direct damages, losses, liabilities (whether accrued, actual, contingent or otherwise), demands, suits, judgments, causes of action, legal proceedings, penalties or other sanctions and any costs and expenses arising in connection therewith, including, without limitation, legal fees and disbursements on a solicitor and Customer basis (including, without limitation, all such legal fees and disbursements in connection with any appeals) suffered or incurred by INSTAFF in connection with any breach of this Agreement by the Customer, including, without limitation, any breach of any provision of this section entitled "Proprietary Rights" or "Third Party Intellectual Property". The Customer shall not, however, be liable for any indirect, consequential or other damages suffered or incurred by INSTAFF in connection with any breach of this Agreement by the Customer.

Accuracy of Information

INSTAFF shall make commercially reasonable efforts to keep the files, information, documents, and data (collectively or separately "Files") it provides to Customers on Site up to date, but does not warrant the accuracy or completeness of any information or documents provided on Site. INSTAFF is in no way whatsoever responsible or liable for any information Customer changes, revises, adds to, deletes or otherwise modifies in any way.

Verification of Accuracy

The Customer is solely responsible for the verification of the accuracy, completeness, and quality of any data, documents, files, or other information imported to, or exported from, Site and the fitness of Files for the intended purpose of the Customer and Customer user.

Warranties

INSTAFF shall make commercially reasonable efforts to keep the Software and Site available, but does not warrant or guarantee that access to the same shall be uninterrupted.

Service Continuity

In the case that INSTAFF is no longer able or willing to provide the InStaff service as agreed, INSTAFF shall provide the Customer with a written notice of its plans to terminate service with as much possible notice in advance of its planned termination of service to provide the Customer with a reasonable timeframe in which to evaluate alternative solutions.

Exclusion of Representations, Warranties and Conditions

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE AND SITE ARE PROVIDED "AS IS" AND THERE ARE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED IN FAVOUR OF THE Customer, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES OR CONDITIONS AS TO THE PROVISION OF UNINTERRUPTED ACCESS, ABSENCE OF ERRORS IN THE SOFTWARE OR SITE, PRIVACY OF FILES, SECURITY, MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, the appropriateness of the use, output, or results of the use of this software or program in terms of its correctness, accuracy, reliability, currency or otherwise AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING PURSUANT TO STATUTE OR OTHERWISE, OR FROM A COURSE OF DEALING OR TRADE, IN CONNECTION WITH THE SOFTWARE OR SITE.

Termination

We reserve the right to suspend or terminate your account with us at any time and without notice if we determine in our sole discretion that: (i) you have breached any of these Terms, or (ii) have otherwise behaved inappropriately or in bad faith in any interactions with us or while using the Service, or (iii) for any reason other than those listed above.

Force Majeure

If the total or partial execution of this contract is prevented or hindered by a case of force majeure including any natural cause, drought, flood, storm, frost, fire, war, market condition, government restriction or other cause beyond the control of the parties concerned, whether or not similar to those specifically listed above, the prevented party will not be held liable for damages resulting for the other party, provided that the party which cannot perform the contract notifies as soon as possible the other party of the impediment or obstacle to the total or partial performance of this contract and that it indicates its nature.