- Relationship between User and candidate. The User acknowledges and agrees that by posting a job on the Product or by accepting a job posting on the Product, such work creates a business relationship between the User and the candidate or employer. The Company does not, and will not be deemed to direct, control, or oversee either party, the employer’s work environment, training provided to any candidate, or the User’s performance. In the event that an issue arises between the employer and candidate, the Users’ sole remedy through the Company shall be termination of the applicable work placement.
- Short Term Work Placements. The User acknowledges and agrees that, if they accept a short-term or fixed term job posting using the Product and the candidate User at all times remains an employee or contractor of the Company (including being paid directly by the Company), the Company does not, and will not be deemed to direct, control, or oversee the employer User’s work environment, training, or performance. In the event that an issue arises between the employer and candidate, the Users’ sole remedy through the Company shall be termination of the applicable work placement.
- No Guarantee or Obligation. The User acknowledges and agrees that if they post a job for a work placement on the Product, the Company may take down the job posting for rude, offensive, or aggressive content in the Company’s sole discretion. The Company does not make any guarantee nor enter into any obligation to provide a candidate to fulfill such job posting.
- Candidate Selection. The Company may check the candidate’s educational and work history and may check that they have any licenses required to perform the services in the job posting, if requested and contracted by the employer User. Except as expressly contracted elsewhere, the Company makes no representation or warranty as to the accuracy of the information provided by the candidate, or about any of the candidate’s skills, experience, background, suitability, or education (including, any licenses).
- Workplace Environment and Training for User’s making job postings. The User acknowledges and agrees that the Company is in no way responsible for the workplace environment or supervision of the candidate during a work placement made through the Product.
- No endorsement as to accuracy: We accept no responsibility for the accuracy of any User Data provided by or created using the Product except as otherwise set out in these Terms. The provision or storage of User Data through the Product does not constitute our endorsement or warranty as to the compliance of such User Data with applicable privacy legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such User Data. You are responsible for ensuring that the information you have entered into our system is accurate, reliable and complete.
2533595 Ontario Inc. operating as BlueBranch, Inc. (the “Company”)
Last modified: March 15th, 2023
Effective date: March 15th, 2023
- PARTIES ACCESSING THE SITE AGREE TO BE BOUND BY OUR TERMS
2. APPROVAL OF THE TERMS
You may not use the Product nor accept these Terms if you are not of a legal age to form a binding contract with us. If You accept these Terms, You represent that You have the capacity to be bound by them, or if You are acting on behalf of a company or entity, that You have the authority to bind such a company or entity (and in which case “You” will refer to the company or entity).
We may add to, discontinue or revise these Terms or any aspect, mode, design, or service provided under the Product pursuant to the privacy legislation and regulations under the Consumer Protection Act, 2002, S.O. 2002, c. 30 (the “Act”) which include but are not limited to the:
a) scope of the features;
b) timing of the features;
c) software/hardware required for access to the Product; and
d) geographic locations or jurisdictions in which certain features may be available.
We may amend the Terms without notice for non-material amendments. In the event of a material change, we will provide the User with fifteen (15) days’ notice of a material change in the Terms and conditions (including changes in pricing) via email to the email address supplied to us by the User, setting out:
a) the new or amended agreement terms;
b) how such terms read formerly;
c) the date of the coming into force of the amendment;
d) the means in which You can respond and the effects of not responding;
e) the option to either terminate the agreement or retain the existing agreement unchanged; and
f) the language of this provision with reference to the applicable consumer protection legislation rules for amending these terms and making any additional requirements for amendments as prescribed by law (if any).
We highly recommend that Users read any amendments carefully. Unless explicit consent is required by the law, we have the right to assume that You have accepted the change to the terms and conditions, unless You notify us to the contrary, no later than fifteen (15) days’ after the amendment comes into force, that You desire to cancel the contract or deregister or unsubscribe from access to the Product.
4. PAYMENT TERMS
Monthly or Annual Fees. The up-front fee or subscription fee and any other applicable fees, such as cancellation fees, payable by the employer Users, are as set out in the Pricing Agreement between the Company and the employer User and forms a part of these terms as Schedule “A” (if applicable) (the “Pricing Page”), as amended and updated from time to time by the Company and the employer User, unless a valid promotional code entered during the signup process permits otherwise.
Payment from employer Users will be due upon delivery of an electronic invoice from the Company to the User or via a third party service, as applicable. Any amounts payable by the User hereunder which remain unpaid thirty (30) days of the invoice date shall bear interest at the rate of 2% per month or 24% annually, or the maximum amount allowable by law (whichever is less), such interest to be calculated on a daily basis from the date the payment becomes overdue until the date payment is made in full.
Payment to a candidate/worker User from a completed job posting. A candidate User will receive payment for completed work placements in an amount consistent with the original job posting or with the Pricing Page agreed between the Company and the employer User (as applicable), from either the Company or the employer User. If the Company is responsible for payment of the candidate User, the terms of such remittance will be set out in the Pricing Page. If the employer User is responsible for payment to the candidate User, then the Company disclaims any liability to due with payment disputes between the employer User and the candidate User. If the employer User is responsible for payment to the candidate User, the employee User shall indemnify and hold harmless us and our officers, directors, shareholders, employees, agents, and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising from a candidate’s claim for non-payment.
We are not liable for any payments that are not completed because: (1) your debit or credit card account does not contain sufficient funds to complete the transactions or the transactions would exceed the credit limit or overdraft protection of the debit or credit card account; (2) You have not provided us with correct payment account information; (3) your debit or credit card has expired; or (4) of circumstances beyond our control (such as but not limited to, power outages, interruptions of cellular service, overzealous fraud protection rules applied by your payment card brand or acquirer bank, or any other interface from an outside force).
All payment is exclusive of any taxes or duties imposed by jurisdiction tax law. The Company will not be responsible for any taxes or duties owed by You.
These Terms are effective on the date that You access the Product and will continue to apply until our relationship with You is terminated. Users may terminate their relationship with us by providing the Company with at least thirty (30) days of written notice sent via email at firstname.lastname@example.org, or within the Product features. The services provided by the Product shall continue until the User has notified us of the User’s desire to close your account, and to cease your use of the Product. Users that use the Product during a trial period and do not register for the Product after the free trial period will have their account terminated at the end of the free trial period, and employer Users will still be responsible for the successful work placement fee payable to the Company in accordance with the Pricing Page.
We may terminate our relationship with You immediately at any time and for any reason including, but not limited to, a breach of these Terms under the following circumstances:
a) if You have not adhered to any or all the provisions of the Terms (such as a failure to pay fees when due) or if it appears that You do not intend to or are unable to comply with the Terms, such determination to be made solely at our discretion;
c) if we are required to terminate the relationship by law;
d) if we receive any notice of your misuse of the Product; or
e) if provision of the Product is no longer commercially viable for us.
Upon termination of our relationship, we will immediately revoke your license to use the Product and block all access to your account, and may delete all data and information associated with your account ninety (90) days, or the longest period allowed by law, after such termination. Upon termination of this relationship, You will remain liable for any accrued charges and amounts which become due for payment prior to or following termination. If you do not log into your account for ninety (90) or more days, we may treat your account as “inactive” and permanently cancel your account upon delivery of written notice and delete your information ninety (90) days, or the longest period allowed by law, after such notice has been delivered.
6. USE OF THE PRODUCT
In order to use the Product features, a User must register for an account through their web browser.
Registration Information: You agree and understand that You are responsible for maintaining the confidentiality of your password, which, together with your name and email address (“User ID”), allows You to access the Product. The User ID and password, together with any other contact information You provide us at the time of signing up for the Product, including but not limited to (depending on whether you’re a candidate or employer User): your job postings, mailing address (including for one year post termination), your candidate criteria, your candidate notes, your resume, your job criteria, form your “Registration Information.” You agree that all Registration Information provided to us will be accurate and up-to-date. You agree to keep your password secure. We will not be liable if we are unable to retrieve or reset a lost password. If You become aware of any unauthorized use of your password or account, You agree to notify us via email at email@example.com as soon as possible.
Accounts: You may open more than one account. You may not open an account if you are a competitor of the Company.
Permitted Uses: You agree to use the Product only for purposes that are permitted, both by the Terms and by any applicable law, regulation, or generally accepted practices or guidelines, in relevant local, national, and international jurisdictions. You agree to adhere to any applicable privacy of personal information laws and regulations, including as outlined in the privacy legislation.
Unauthorized Access: You agree to only access (or try to access) and use the Product through interfaces provided by us. You shall not access (or try to access) and use the Product through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers. You agree not to use or attempt to use another User’s account. You agree not to impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your personal information, or your affiliations with any person or entity.
Prohibited Uses: You may use our Website, services, and Product only for lawful purposes. You may not use our Website, services, or Product in any manner that:
a) breaches any applicable local, national or international law or regulation;
b) may in any way be considered harassment to another person or entity;
c) may in any way be unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
d) may in any way damage, disable, overburden, and/or impair the the Product server, or any network connected to the Product server, and/or interfere with any other party’s use or enjoyment of the Product;
e) is in any way abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature or written in bad faith;
f) harms or attempts to harm minors in any way;
g) will reproduce, duplicate, copy, sell, resell or exploit any portion of the Product; or
h) will abuse either verbally, physically, written or other abuse (including threats of abuse or retribution) of any Product customers, employees, members, or officers;
and any of the foregoing will result in immediate account termination.
You represent and warrant that You will not use the Product to upload, post, link to, email, transmit, or otherwise make available 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 any telecommunications equipment. Nor will You post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information. You further represent and warrant that You will not disrupt the functioning of the Website, in any manner.
Moderation: You understand and agree that although the Company is not required to moderate your use of the Product, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate these Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others.
User Responsibility: You agree that You are solely responsible for any breach of your obligations under the Terms and for the consequences of any such breach. We have no responsibility to you or to any third party for such breaches or the consequences of such breaches (including losses or damage that we may incur).
You understand that when using the Product, You may come across material that You find objectionable, offensive or indecent and agree that You are using the Product at your own risk.
Technical Requirements: Use of the Product requires internet access through your computer. You may be required to have location features enabled to use certain features of the Product, and some features of the Product may not be accessible with such technologies disabled.
8. THIRD PARTY LINKS
The Product may link to third-party websites or resources. Such links are provided as a convenience to You only and do not imply an endorsement, warranty or guarantee by us of any such linked Website or the company it purports to represent. We do not assume any responsibility or liability for their availability, accuracy, the related content, products or services. You are solely responsible for use of any such websites or resources and compliance with their policies. Should You elect to enter into a binding contract with any such website, You agree to hold us harmless and hereby release us from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of your actions or the actions of any user associated with your account, offering to accept or having accepted any products or services that are available from those sites.
9. INTELLECTUAL PROPERTY AND RIGHTS
Rights to content provided by us: You acknowledge and understand that we own all right, title and interest in: (a) the Product and any associated data files; and (b) all computer software; advertisements; sponsored content; and intellectual property associated with the Product (all such information, individually and collectively, being the “Product Content”), which You may have access to when using the Product.
Except as set forth in the Agreement, all rights not expressly granted to You are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, programming, or interoperability interfaces underlying the Product. You may not modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of services products or services) based on the Product Content that You do not own or to which You have rights, or to create derivative works based on the Product. You may not infringe upon our intellectual property or adapt, reproduce, publish or distribute copies of any information or material found on the Product in any form (including by e-mail or other electronic means), without our prior written consent.
You are not required to provide the Company with any comments, suggestions, recommendations, requests, forms, or any other feedback, but may do so by emailing firstname.lastname@example.org (“Feedback”). In the event that you do provide the Company with Feedback, the Company may use such feedback to improve the Product or for any other purpose. Furthermore, the Company shall own such Feedback and the Company and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and You hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to the Company.
Limited license: We grant You a non-exclusive, non-transferable, revocable, limited license to use the Product in accordance with these Terms. This limited license is subject to full payment of the monthly fees per Account, when due. This license may be revoked upon breach of these Terms by You and shall automatically be revoked upon termination or expiration of this Agreement.
The Company may, now or in the future, own rights to trademarks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of the Product (each such feature being a “Brand Right” and collectively being the “Brand Rights”). We do not grant you any right or license to use any Brand Right other than as expressly set out in these Terms and in other licenses between You and us.
Rights to content provided by you: The Company does not retain any right, title and interest to the information provided, inputted or uploaded to the Product (“User Data”). You understand and agree that the ownership of User Data shall be decided amongst yourself and your employer, if applicable, and that your User Data may be available to your employer even after the termination of your account with the Product. You acknowledge and agree that the Company may use your logo, trademark, name and other information provided on your job posting to promote your job posting. You agree that You will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all claims, damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to the ownership of User Data.
You also understand that in order for us to operate the Product, User Data may be transmitted by You or us over various public networks and in various media in compliance with our security protocols and we may make changes to User Data to meet the technological requirements of such networks and media. You are responsible for ensuring that User Data is protected and your rights in User Data are enforced; we have no responsibility to protect or enforce your rights on your behalf with respect to User Data.
At any time and up to ninety (90) days, or the longest period allowed by law, after your termination with the Company, You may request a copy of all of your User Data from the Product (“Data Dump”). You understand and agree that after the expiration of ninety (90) days, or the longest period allowed by law, after your termination with the Company, your User Data will be permanently deleted and You will no longer have access to such Data Dump.
No Sensitive Information. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.
The Product provided as-is: The Product is provided “as-is” without warranties of any kind, either expressed or implied. You acknowledge, agree and understand that You use the Product at your own risk. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Product. To the maximum extent permitted by law, we are not liable for damages, direct or consequential, resulting from your use of the Product, and you agree to defend, indemnify and hold us harmless from any claims, losses, liability costs and expenses (including but not limited to attorney’s fees) arising from your violation of any third-party’s rights to the extent that such violation arises from your use of the Product because the Product is not error or bug free, you agree that you will use it carefully and avoid using it in ways which might result in any loss of your or any third party’s property or information.
The User agrees that content that it makes available via the Product may be removed or altered by the Company, subject to applicable provisions of this Agreement and any legislation including, without limitation, privacy legislation.
Relationship between Users: employer and candidate. The User acknowledges and agrees that by posting a job on the Product or by accepting a job posting on the Product, such work creates a business relationship between the User and the candidate or employer. The Company does not, and will not be deemed to direct, control, or oversee either Users, the employer’s work environment, training provided to any candidate, payments between the Users, or the User’s performance. In the event that an issue arises between the employer and candidate, the Users’ sole remedy through the Company shall be termination of the applicable work placement.
Short Term Work Placements. The User acknowledges and agrees that, if they accept a short-term or fixed term job posting using the Product and the candidate User at all times remains an employee or contractor of the Company (including being paid directly by the Company), the Company does not, and will not be deemed to direct, control, or oversee the employer User’s work environment, training, or performance. In the event that an issue arises between the employer and candidate, the Users’ sole remedy through the Company shall be termination of the applicable work placement.
Downtime: The Product may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications between You and the Product.
No Guarantee or Obligation. The User acknowledges and agrees that if they post a job for a work placement on the Product, the Company may take down the job posting for rude, offensive, or aggressive content in the Company’s sole discretion. The Company does not make any guarantee nor enter into any obligation to provide a candidate to fulfill such job posting.
Candidate Selection. The Company may check the candidate’s educational and work history and may check that they have any licenses required to perform the services in the job posting, if requested and contracted by the employer User. Except as expressly contracted elsewhere, the Company makes no representation or warranty as to the accuracy of the information provided by the candidate, or about any of the candidate’s skills, experience, background, suitability, or education (including, any licenses).
Workplace Environment and Training for User’s making job postings. The User acknowledges and agrees that the Company is in no way responsible for the workplace environment, training requirements, lawful requirements or supervision of the candidate during a work placement made through the Product. The Company may require certain training or lawful requirements for a particular job posting, and the candidate User understands that such requirements come directly from the employer User. The User shall:
a) If an employer User, the employer User shall provide the Company with a list of the requirements, both from the employer User and required by law, for the job posting to enable the Company to select a suitable candidate User. The Company takes no responsibility for shortcomings in the employer User’s list of requirements, even if such requirements are set by law, regulation or are industry standard. The candidate User acknowledges that the requirements may vary by jurisdiction and may change over time. In the event of a change to the requirements by the employer User while a position is in progress, the employer User agrees to provide the Company and the candidate User with reasonable notice to ensure the candidate User may continue in their role. The Company takes no responsibility for the candidate User’s continued adherence to such requirements, which will be monitored solely by the candidate and employer Users;
b) Accept all responsibility for all direction, control and supervision of the candidate’s activities during the work placement, and for the implementation and enforcement of any and all applicable workplace laws, standards, rules, regulations, including any procedures that may exist to prevent any misappropriation whatsoever of any company property, including (without limitation) any intellectual property or confidential information that the candidate may have access to during the Work Placement;
c) Properly supervise, control, and safeguard its premises, processes, or systems, and not permit any candidate to operate any vehicle or mobile equipment, or entrust them with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables without the Company’s express prior written approval or as strictly required by the job description provided to the Company;
d) Provide candidates with a safe work site and provide all appropriate information, training, and safety equipment., at the User’s cost, with respect to any hazardous substances or conditions to which they may be exposed at the work site. The User acknowledges and agrees to provide any required training to the candidate, and agrees to submit to the Company, at the Company’s request, evidence that training was provided to the candidate that is appropriate for the candidate to deliver the services described in the job posting to the highest standard;
e) Not change the candidate’s job duties or description as set out in the original job posting, without the Company’s express prior written approval;
f) Exclude candidate s from the User’s benefit plans, policies and practices, and not make any offer or promise relating to the candidate’s compensation or benefits;
g) Cooperate with the Company’s reasonable requests for information and direction, and on a timely basis will provide the Company with all materials reasonably required for the Company to perform its obligations under this Agreement (“User Materials”). The accomplishment of specific tasks and/or objectives is dependent upon the availability and accuracy of User-provided resources and information. Such information includes detailed, precise, and clear specifications relating to any services provided hereunder. Failure to make such resources available to the Company may affect the timeliness and effectiveness of the activities to be performed by the Company. The Company is not responsible for the accuracy and content of the User Materials used in the performance of the Terms; and
h) Comply with all applicable laws pertaining to the activities contemplated under these Terms and related to the work placement.
No endorsement as to accuracy: We accept no responsibility for the accuracy of any User Data provided by or created using the Product except as otherwise set out in these Terms. The provision or storage of User Data through the Product does not constitute our endorsement or warranty as to the compliance of such User Data with applicable privacy legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such User Data. You are responsible for ensuring that the information you have entered into our system is accurate, reliable and complete.
Ratings and reviews: We accept no responsibility or liability for any ratings or reviews of an employee posted to the Product or online, or any consequences as a result of the ratings or reviews of an employee, including but not limited to termination of an employee. Ratings and reviews posted to the Product DO NOT reflect our views.
Monitoring: We do not accept any liability for monitoring the Website or for unauthorized or unlawful content on the Website or use of the Website by users.
No warranty as to non-infringement: Except in the manner provided for in these Terms, we disclaim, and expressly do not provide any direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Product.
Damage to hardware: Any material downloaded or otherwise obtained through the use of our services and products is done at your own discretion and risk, and You will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
Content provided to companies: If You are an individual providing User Data that is to be directed to your organization’s account, You agree and acknowledge that we accept no responsibility and are not liable for any damages that may arise by the organization’s use of that User Data. You further agree and acknowledge that we are not liable for any damages that may arise if the User Data is misdirected to the wrong organization due to any reason, including error on your part or a flaw in the Product.
In the event the employer User hires a candidate User for services, whether as an employee or candidate, at any time after such candidate User completed a work placement through the Product, the employer User shall continue to pay the Company’s fee for the candidate User’s services in accordance with the Pricing Page, unless the candidate User is hired by the employer User through a publicly advertised job posting.
12. DATA RETENTION
The Product may store your data as long as your account is current and active and for ninety (90) days, or the longest period allowed by law, after our relationship with You has been terminated.
On a regular basis we create a backup of all data in our system, which is retained for ninety (90) days, or the longest period allowed by law, after which it will be removed permanently from all our systems. This backup is for use by the Company only in the case of disaster recovery or to maintain business operations in the case of an emergency. The Company will not restore data unless it determines, in its sole discretion, that a data recovery is necessary.
13. REFUND POLICY
We are unable to provide refunds. Please also review the Pricing Page regarding applicable cancellation fees.
14. LIMITATION OF LIABILITY
You hereby agree to release, remise and forever discharge us and our directors, employees, officers, and our affiliates, partners, service providers, vendors, and candidates and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, and for any special, indirect or consequential, incidental or exemplary damages (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, or are connected with:
a) any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data, or other intangible losses;
b) your provision of any personal information provided to us subject to our legal requirements relating to the protection of personal information;
c) communications received to you through your access to the Product;
d) the posting of information on the Product, Website, blog, account or any affiliated social media, including but not limited to, User data, Cards, written reviews, pictures, or personal information;
e) the use of the Product and any related applications including third party services;
f) the use of any software related to the Product;
g) viruses, spyware, service provider failures or internet access interruptions;
h) loss of use, loss of data, inaccuracy of data, payment failure, payment defect, inaccurate calculations, downtime, identity theft, fraud or unauthorized access; or
i) any content relating to the use of the Product,
even if you have been advised of the possibility of such Claim, or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.
In the event that we become liable for any damages whatsoever, you agree that such damages shall be limited in the aggregate to the amount of fees or charges which You have paid for the Product in the previous invoice.
Disputes with other Users. You are solely responsible for your interaction with other Users. The Company has no obligation to become involved in disputes between Users. If you have a dispute with one or more other Users, you release the Company (and our officers, directors, agents, employees, subsidiaries, and affiliates) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
To the extent permitted by applicable laws, You agree that You will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, your breach of these Terms; your access to and/or use of the Product; and any loss of, or damage to, any property, or injury to, or death of, any person (including you) caused by your access to and/or use of the Product; and (b) specifically, your breach of the intellectual property rights of any third party to these Terms.
You agree that You will be solely responsible for all activities that occur under your account, whether You are aware of them or not. You agree to hold us harmless and release us from any loss or liability whatsoever that You may incur as a result of someone other than You using your password or account, either with or without your knowledge. You agree to indemnify us for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not You were directly or personally responsible.
16. GOVERNING LAW AND FORUM OF DISPUTES
By visiting the Website or using the Product, You agree that the laws of the province of Ontario, without regard to the principles of conflict of laws, will govern these Terms and any dispute of any sort that may arise between You and us. With respect to any disputes or claims, You agree not to commence or prosecute any action in connection therewith other than in the province of Ontario, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of Ontario. You agree to pay reasonable attorneys’ fees and court costs incurred by us to collect any unpaid amounts owed by You.
Expenses: Each party shall be responsible for its own legal fees and other expenses incurred in connection with the performance of any of its obligations hereunder.
17. FORCE MAJEURE
You agree that we are not liable for a delay or failure in performance of the Product or the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.
If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms.
The insertions of headings are for convenient reference only and are not to affect the interpretation of these Terms.
20. ASSIGNMENT OF AGREEMENT
You may not, without our prior written consent, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. We may assign this Agreement to a third party at any time in our sole discretion. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.
You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms or which we have the benefit of under any applicable law, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of the Company.
All covenants, agreements, representations and warranties made in these Terms shall survive your acceptance of these Terms and the termination of our relationship.
23. ENTIRE AGREEMENT
By providing us with your e-mail address, You agree to receive all required notices electronically, to that e-mail address or by mobile notifications via the Product. It is your responsibility to update or change that address, as appropriate.
If You have any questions or comments regarding these Terms please contact our head office by email at email@example.com.