Effective date: February 22, 2017
Socy Inc. Terms and Conditions
This document sets out the terms and conditions (“Terms”) between you and Socy Inc. (“Socy”). Please read the Terms carefully. Please read these terms very carefully before using the website and Socy's services. You acknowledge and agree that by clicking on "I accept" on behalf of a nominated company or organisation (in these terms, the "Customer"), you agree that company or organisation will be bound by these terms as a customer. You warrant and represent that you have full capacity and authority to enter into this agreement on behalf of the customer company or organisation.
If you do not accept these terms, you will not be able to use the website and the services. You are advised to print and retain a copy of these terms for future reference.
1. INTRODUCTION TO OUR SERVICES
The terms govern your use of Socy Inc.'s services, through which you can apply to jobs, post jobs, pre-screen, collaborate, review job candidates, and other in-app services (“Services”). Our Services are provided by Intrideo. Our Services are available for your use in your country of residence (“Home Country”). To use our Services, you need compatible hardware, software (latest version recommended and sometimes required) and Internet access (fees may apply). Our Services' performance may be affected by these factors.
2. USING OUR SERVICES
PAYMENTS, TAXES, AND REFUNDS
You can acquire Content on our Services for free or for a charge, either of which is referred to as a “Transaction.” Each Transaction is an electronic contract between you and Socy Inc., and/or you and the entity providing the Content on our Services. However, if you are a customer of Socy Inc. and you acquire an App, Socy Inc. is the merchant of record; this means that you acquire the Content from Socy Inc., and it is licensed by the App Provider (as defined below). When you make your first Transaction, we will ask you to choose how frequently we should ask for your password for future Transactions. Socy Inc. will charge your payment method (such as your credit card, debit card, gift card/code, or other method available in your Home Country) for any paid Transactions, including any applicable taxes. If you pre-order Content, you will be charged when the Content is delivered to you (unless you cancel prior to the Content's availability). All Transactions are final. Content prices may change at any time. If technical problems prevent or unreasonably delay delivery of Content, your exclusive and sole remedy is either replacement of the Content or refund of the price paid, as determined by Socy Inc. From time to time, Socy Inc. may refuse a refund request if we find evidence of fraud, refund abuse, or other manipulative behavior that entitles Socy Inc. to a corresponding counterclaim.
SOCY INC. ID
Using our Services and accessing your Content requires an Socy Inc. ID. An Socy Inc. ID is the account you use across Socy Inc.'s ecosystem. Your Socy Inc. ID is valuable, and you are responsible for maintaining its confidentiality and security. Socy Inc. is not responsible for any losses arising from the unauthorized use of your Socy Inc. ID. Please contact Socy Inc. if you suspect that your Socy Inc. ID has been compromised.
You must be age 13 (or equivalent minimum age in your Home Country, as set forth in the registration process) to create a Socy Inc. ID and use our Services. Socy Inc. IDs for persons under this age can be created by a parent or legal guardian by contact Socy Inc. directly.
SERVICES AND CONTENT USAGE RULES
Your use of the Services and Content must follow the rules set forth in this section (“Usage Rules”). Any other use of the Services and Content is a material breach of this Agreement. Socy Inc. may monitor your use of the Services and Content to ensure that you are following these Usage Rules.
- You may use the Services and Content only for personal, noncommercial purposes (except when using a commercial account).
- Socy Inc.'s delivery of Content does not transfer any promotional use rights to you, and does not constitute a grant or waiver of any rights of the copyright owners.
- It is your responsibility not to lose, destroy, or damage Content once downloaded. We encourage you to back up your Content regularly.
- You may not tamper with or circumvent any security technology included with the Services.
- You may access our Services only using Socy Inc.'s software, and may not modify or use modified versions of such software.
The Services and certain Apps may allow you to purchase access to Content or services on a subscription basis (“Paid Subscriptions”). Paid Subscriptions automatically renew until cancelled in the Manage Account section of your account settings. We will notify you if the price of a Paid Subscription increases and, if required, seek your consent to continue. You will be charged no more than 24 hours prior to the start of the latest Paid Subscription period. Certain Paid Subscriptions may offer a free trial prior to charging your payment method. If you decide to unsubscribe from a Paid Subscription before we start charging your payment method, cancel the subscription before the free trial ends.
CONTENT AND SERVICE AVAILABILITY
Terms found in this Agreement that relate to Services, Content types, features or functionality not available in your Home Country are not applicable to you unless and until they become available to you.
Socy shall have no obligation to notify the Customer in the event of an unplanned service downtime. In the event of a planned service downtime in respect of the Services or the Website, Socy shall use its reasonable endeavours to notify the Customer in advance provided that Socy is able to do so.
NON-SOCY INC. SUPPORTED DEVICES
If you use our Services on a non-Socy Inc. supported device, you may not be able to access all features or Content types. Terms in this Agreement relating to unavailable features or Content types are not applicable to you. If you later choose to access our Services from a Socy Inc. supported device, you agree that all terms of this Agreement will apply to your use on such device.
3. YOUR SUBMISSIONS TO OUR SERVICES
Our Services may allow you to submit materials such as comments, pictures, videos, documents and ratings. Your use of such features must comply with the Submissions Guidelines below, which may be updated from time to time. If you see materials that do not comply with the Submissions Guidelines, please contact Socy Inc. using the Contact Us link in the footer of our homepage. You hereby grant Socy Inc. a worldwide, royalty-free, perpetual, nonexclusive license to use the materials you submit within the Services and related marketing. Socy Inc. may monitor and decide to remove or edit any submitted material.
Submissions Guidelines: You may not use the Services to:
- post any materials that you do not have permission, right or license to use;
- post objectionable, offensive, unlawful, deceptive or harmful content;
- post personal, private or confidential information belonging to others;
- request personal information from a minor;
- impersonate or misrepresent your affiliation with another person, or entity;
- post or transmit spam, including but not limited to unsolicited or unauthorized advertising, promotional materials, or informational announcements;
- plan or engage in any illegal, fraudulent, or manipulative activity.
4. RECOMMENDATION FEATURES
The job search function will recommend Content to you based on your location, and other activities.
5. ADDITIONAL TERMS
Socy may offer content, services or functionality for use within its Apps (“In-App Purchases”). In-App Purchases that are consumed during the use of the App (for example, additional video time) cannot be transferred among devices and can be downloaded only once. You must authenticate your account before making In-App Purchases – separate from any authentication to obtain other Content – by entering your password. You will be able to make additional In-App Purchases for fifteen minutes without re-authenticating.
APP MAINTENANCE AND SUPPORT
Socy Inc. is responsible for providing maintenance and support for Socy Inc. Apps only, or as required under applicable law. App Providers are responsible for providing maintenance and support for Third Party Apps.
LICENSED APPLICATION END USER LICENSE AGREEMENT
Socy's products and third party apps (“App”) are licensed, not sold, to you. Your license to each App is subject to your prior acceptance of either this Licensed Application End User License Agreement (“Standard EULA”), or a custom end user license agreement between you and the Application Provider (“Custom EULA”), if one is provided. Your license to any Socy Inc. App under this Standard EULA or Custom EULA is granted by Socy Inc., and your license to any Third Party App under this Standard EULA or Custom EULA is granted by the Application Provider of that Third Party App. Any App that is subject to this Standard EULA is referred to herein as the “Licensed Application.” The Application Provider or Socy Inc. as applicable (“Licensor”) reserves all rights in and to the Licensed Application not expressly granted to you under this Standard EULA.
- Scope of License: Licensor grants to you a nontransferable license to use the Licensed Application on any Socy Inc.-branded products that you own or control and as permitted by the Usage Rules. The terms of this Standard EULA will govern any content, materials, or services accessible from or purchased within the Licensed Application as well as upgrades provided by Licensor that replace or supplement the original Licensed Application, unless such upgrade is accompanied by a Custom EULA. Except as provided in the Usage Rules, you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute or sublicense the Licensed Application and, if you sell your Socy Inc. Device to a third party, you must remove the Licensed Application from the Socy Inc. Device before doing so. You may not copy (except as permitted by this license and the Usage Rules), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Application).
- Consent to Use of Data: You agree that Licensor may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Licensed Application. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.
- Termination. This Standard EULA is effective until terminated by you or Licensor. Your rights under this Standard EULA will terminate automatically if you fail to comply with any of its terms.
- External Services. The Licensed Application may enable access to Licensor's and/or third-party services and websites (collectively and individually, "External Services"). You agree to use the External Services at your sole risk. Licensor is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by any Licensed Application or External Service, including but not limited to financial, medical and location information, is for general informational purposes only and is not guaranteed by Licensor or its agents. You will not use the External Services in any manner that is inconsistent with the terms of this Standard EULA or that infringes the intellectual property rights of Licensor or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that Licensor is not responsible for any such use. External Services may not be available in all languages or in your Home Country, and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. Licensor reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.
- NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
- You may not use or otherwise export or re-export the Licensed Application except as authorized by Canadian law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any Canadian -embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by Canadian law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
- The Licensed Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
- Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Socy Inc. shall be governed by the laws of the Province of Ontario, excluding its conflicts of law provisions. You and Socy Inc. agree to submit to the personal and exclusive jurisdiction of the courts located within the city of Thunder Bay, Ontario, to resolve any dispute or claim arising from this Agreement. If (a) you are not a Canadian citizen; (b) you do not reside in Canada; and (c) you are not accessing the Service from Canada, you hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state, province or country identified below whose law governs Ontario, Canada.
Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Socy, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Service.
- Ability to Accept Terms of Service
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Service. Go volunteer for a soup kitchen or with the Boys and Girls Club. You'll learn valuable life lessons there. If you're stuck trying to find a place to volunteer, contact our support centre, see what they have up their sleeves.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Socy without restriction.
8. MISCELLANEOUS TERMS APPLICABLE TO ALL SERVICES
DEFINITION OF SOCY INC.
“Socy Inc.” means:
Socy Inc. Inc., located at 2400 Nipigon Road, Thunder Bay, ON, Canada.
Socy Inc. reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on your use of the Services. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Services will be deemed acceptance thereof.
Socy Inc. is not responsible or liable for third party materials included within or linked from the Content or the Services.
You agree that the Services, including but not limited to Content, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Services, contain proprietary information and material that is owned by Socy Inc. and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Services for personal, noncommercial uses in compliance with this Agreement. No portion of the Services may be reproduced in any form or by any means, except as expressly permitted by this Agreement. You agree not to modify, rent, loan, sell, or distribute the Services or Content in any manner, and you shall not exploit the Services in any manner not expressly authorized.
The Socy Inc. name, the Socy Inc. logo, Intrideo and other Socy Inc. trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of Socy Inc. in the U.S. and other countries throughout the world. You are granted no right or license with respect to any of the aforesaid trademarks.
If you believe that any Content available through the Services infringe a copyright claimed by you, please contact Socy Inc. at the following locations:
Contact US section in the footer of our website.
TERMINATION AND SUSPENSION OF SERVICES
If you fail, or Socy Inc. suspects that you have failed, to comply with any of the provisions of this Agreement, Socy Inc. may, without notice to you: (i) terminate this Agreement and/or your Socy Inc. ID, and you will remain liable for all amounts due under your Socy Inc. ID up to and including the date of termination; and/or (ii) terminate your license to the software; and/or (iii) preclude your access to the Services.
Socy Inc. further reserves the right to modify, suspend, or discontinue the Services (or any part or Content thereof) at any time with or without notice to you, and Socy Inc. will not be liable to you or to any third party should it exercise such rights.
This Agreement constitutes the entire agreement between you and Socy Inc. and governs your use of the Services, superseding any prior agreements with respect to the same subject matter between you and Socy Inc.. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, third-party software, or additional services such as the Volume Purchase Program. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Socy Inc.'s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Socy Inc. will not be responsible for failures to fulfill any obligations due to causes beyond its control.
You agree to comply with all local, provincial, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Services. Your use of the Services may also be subject to other laws. Risk of loss for all electronically delivered Transactions pass to the acquirer upon electronic transmission to the recipient. No Socy Inc. employee or agent has the authority to vary this Agreement.
Socy Inc. may notify you with respect to the Services by sending an email message to your email address or a letter via postal mail to your mailing address, or by a posting on the Services. Notices shall become effective immediately. Socy Inc. may also contact you by email or push notification to send you additional information about the Services.
You hereby grant Socy Inc. the right to take steps Socy Inc. believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that Socy Inc. has the right, without liability to you, to disclose any data and/or information to law enforcement authorities, government officials, and/or a third party, as Socy Inc. believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Socy Inc.'s right to cooperate with any legal process relating to your use of the Services and/or Content, and/or a third-party claim that your use of the Services and/or Content is unlawful and/or infringes such third party's rights).
Children under the age of majority should review this Agreement with their parent or guardian to ensure that the child and parent or legal guardian understand it.
Intrideo SSA Conditions
- “Agreement” means these Intrideo Terms and Conditions and each Order Form and SOW entered into by the Parties, as amended from time to time.
- “Candidate Data” means any applications, data, information, content, records, and files that any Candidate provides or makes available to Intrideo.
- “Candidates” means job candidates applying, or considering applying, for positions within Customer.
- “Customer Data” means any data, information, content, records, and files that Customer (or any of its Permitted Users) loads, transmits to or enters into (or permits to be loaded, transmitted to, or entered into) the Intrideo SaaS Services. For avoidance of doubt, “Customer Data” does not include Candidate Data.
- “Fees” has the meaning set out in Section 7.
- “Intrideo SaaS Services” means the services through which Intrideo pre-screens and sorts Candidate Data, based on the pre-determined criteria identified by Customer. The Intrideo SaaS Services includes the Technical Support Services but does not include Professional Services.
- “Intrideo Services” means the Intrideo SaaS Services and the Professional Services, collectively, and any part thereof.
- “Modifications” means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
- “Order Form” means each order form that references these Intrideo Terms and Conditions once executed by both Parties.
- “Permitted User” means those employees and independent contractors authorized by Customer on Customer’s behalf in accordance with Section 5 to access and use the Intrideo SaaS Services in accordance with this Agreement.
- “Personal Information” means information about an identifiable individual.
- “Professional Services” means the consulting and other professional services set out on an Order Form.
- “SOW” means each statement of work that references these Intrideo Terms and Conditions once executed by both Parties.
- “Technical Support Services” means the support services described in Section 6.
- “Term” has the meaning set out in Section 11(a).
- “Website” means any websites used by Intrideo to provide the Intrideo SaaS Services.
- Intrideo SaaS Services
- Provisioning of the Intrideo SaaS Services. Subject to Customer’s compliance with the terms and conditions of this Agreement, Intrideo will make the Intrideo SaaS Services available to Customer on the terms and conditions set out in this Agreement.
- Service Levels. To the extent Intrideo and Customer have agreed in this Agreement that the Intrideo Services will be subject to service levels, Intrideo will use commercially reasonable efforts to provide the applicable portions of the Intrideo Service in accordance with the corresponding service levels. Customer agrees that service level credits (if any) will be Customer’s exclusive remedy for any failure by Intrideo to meet the service levels.
- Restrictions on Use. Customer must not itself, and will not permit others to:
- except as expressly permitted in this Agreement, sub-license, sell, rent, lend, lease or distribute the Intrideo SaaS Services or any intellectual property rights therein or otherwise make the Intrideo SaaS Services available to others;
- use the Intrideo SaaS Services to permit timesharing, service bureau use or commercially exploit the Intrideo SaaS Services;
- use or access the Intrideo SaaS Services in violation of any applicable law (including applicable anti-spam laws) or intellectual property right;
- use the Intrideo SaaS Services in a manner that threatens the security or functionality of the Intrideo SaaS Services;
- use the Intrideo SaaS Services to create, collect, transmit, store, use or process any Customer Data:
- that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
- that Customer does not have the lawful right to create, collect, transmit, store, use or process; or
- that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
- Modify the Intrideo SaaS Services;
- reverse engineer, de-compile or disassemble the Intrideo SaaS Services;
- remove or obscure any proprietary notices or labels on the Intrideo SaaS Services, including brand, copyright, trademark and patent or patent pending notices;
- access or use the Intrideo SaaS Services for the purpose of building a competitive product or service;
- perform any vulnerability, penetration or similar testing of the Intrideo SaaS Services; or
- use the Intrideo SaaS Services for any purpose or in any manner not expressly permitted in this Agreement.
- Suspension of Access; Scheduled Downtime; Modifications. Intrideo may, at its discretion:
- suspend Customer’s access to or use of the Intrideo SaaS Services or any component thereof:
- for scheduled maintenance;
- if Customer or any Permitted User violates any provision of this Agreement; or
- to address any emergency security concerns;
- suspend any Candidate’s access to or use of the Intrideo SaaS Services; and
- Modify the Intrideo SaaS Services.
- suspend Customer’s access to or use of the Intrideo SaaS Services or any component thereof:
- Ownership; Reservation of Rights; Limitations on Use Candidate Data
- Except as expressly provided in this Agreement, as between the Parties, Customer retains all right, title and interest, including intellectual property rights, in and to Customer Data. Customer grants to Intrideo a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to collect, use, process and transmit Customer Data to provide the Intrideo Services. Intrideo may collect and analyze data and other information relating to the provision, use and performance of the Intrideo Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and during and after the Term of this Agreement, Intrideo may: (i) use such data and information to improve and enhance the Intrideo Services and for other development, diagnostic and corrective purposes in connection with the Intrideo Services; and (ii) store, process and analyze such data and information in aggregated or other de-identified form to improve and enhance Intrideo’s service offerings (including creating or enhancing analytics models).
- As between the Parties, Intrideo or its licensors retain all right, title and interest, including intellectual property rights, in and to: (i) the Intrideo Services and all Candidate Data; (ii) anything developed or delivered by or on behalf of Intrideo under this Agreement; and (iii) any Modifications to the foregoing (i) and (ii).
- Subject to Customer’s compliance with this Agreement, Intrideo grants Customer the limited right to use Candidate Data provided by Intrideo for the sole purpose of assessing a Candidate’s eligibility for the position at Customer for which such Candidate has applied, in each case in accordance with this Agreement and all applicable laws. All Candidate Data will be deemed to be Confidential Information of Intrideo and Customer is not entitled to use, disclose, or otherwise exploit Candidate Data for any other purpose.
- All rights not expressly granted by Intrideo to Customer under this Agreement are reserved.
- Customer User Account
- Fees and Payment
- Fees. Customer will pay to Intrideo the fees described in any Order Form (the “Fees”). If Customer’s use of the Intrideo SaaS Services exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement. Unless otherwise noted on an Order Form, all Fees are identified in Canadian dollars and are payable in advance.
- Changes to the Fees. Intrideo reserves the right to change the Fees and institute new charges at the beginning of each Renewal Term upon providing not less than 30 days prior notice to Customer.
- Invoicing. Unless otherwise set out in the Order Form, Intrideo will prepare and send to the Customer, at the then-current contact information on file with Intrideo, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice or in the Order Form, Customer will pay all invoiced amounts within 30 days of the invoice date.
- Disputed Invoices or Charges. If Customer believes Intrideo has charged or invoiced Customer incorrectly, Customer must contact Intrideo no later than 60 days after having been charged by Intrideo or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
- Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. Intrideo reserves the right to suspend Customer’s access to the Intrideo SaaS Services and any delivery of Professional Services until all due amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid.
- Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement, other than taxes based on the net income or profits of Intrideo.
- Suspension. Any suspension of the Intrideo Services by Intrideo pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
- Confidential Information
- Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” means information marked or otherwise identified in writing by a Party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, the Recipient should recognize as being confidential; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
- Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take reasonable precautions to safeguard the other Party’s Confidential Information. Those precautions will be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
- Exceptions to Confidentiality. Notwithstanding Section 8(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) in the case of Intrideo, to potential assignees, acquirers or successors of Intrideo if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Intrideo.
- Warranty; Disclaimer; Indemnity
- Customer Warranty. Customer represents and warrants to, and covenants with Intrideo that the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Permitted User and each Candidate), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable Intrideo to provide the Intrideo SaaS Services, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Information, including by or to Intrideo and to or from all applicable third parties.
- GENERAL DISCLAIMER. INTRIDEO DOES NOT WARRANT THAT THE INTRIDEO SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE INTRIDEO SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE INTRIDEO SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY INTRIDEO TO CUSTOMER ARE PROVIDED “AS IS” AND “AS AVAILABLE”.TO THE EXTENT PERMITTED BY APPLICABLE LAW, INTRIDEO HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, INTRIDEO EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE INTRIDEO SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
- Indemnity. Customer will defend, indemnify and hold harmless Intrideo, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all losses (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly based on or in connection any third party claim arising out of: (i) Customer Data; or (ii) Customer’s breach of any of Customer’s obligations, representations or warranties under this Agreement, including Customer’s use of the Candidate Data in a manner not expressly permitted under this Agreement.
- Each Party will fully cooperate with the other Party in the defense of any claim defended by the indemnifying Party pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of the indemnified Party.
- Limitation of Liabilities
- AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF INTRIDEO IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE INTRIDEO SERVICES IN THE PRIOR 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL INTRIDEO’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
- TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL INTRIDEO BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
- Term and Termination
- Term. This Agreement will commence on the Effective Date and continue to be in effect for the initial period set out in the Order Form or SOW (the “Initial Term”). Unless otherwise set out in the applicable Order Form or SOW, this Agreement will automatically renew for successive one-year terms unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Term (each, a “Renewal Term” and together with the Initial Term, the “Term”).
- Termination for Cause. Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Party commits a material breach of any provision of this Agreement (which includes, in the case of Customer, failure to pay Fees when due) and fails within 30 days after receipt of notice of such breach to correct such material breach.
- Transition Services. Upon termination of this Agreement, Customer will no longer have rights to access or use the Intrideo Services or the Candidate Data. Upon any termination, Intrideo will make all Customer Data available to Customer for electronic retrieval for a period of 30 days. Following such 30-day period and subject to Intrideo’s rights to retain information as set out in this Agreement, Intrideo will delete or otherwise render inaccessible any Customer Data that remains in the hardware or systems used by Intrideo to provide the Intrideo SaaS Services.
- Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights), Section 4 (Privacy), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Warranty; Disclaimer; Indemnity), Section 10 (Limitation of Liabilities), Section 11(d) (Survival), and Section 12 (General Provisions).
- General Provisions
- Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be in writing and sent: (i) if to Intrideo, to the following address:Unit 201, 8A Cumberland St. North, Thunder Bay, ON, P7A 4K8, CanadaAttention: Legal department Email: firstname.lastname@example.org and (ii) if to Customer, to the current postal or email address that Intrideo has on file with respect to Customer. Intrideo may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Intrideo current at all times during the Term.
- Assignment. Customer will not assign this Agreement to any third party without Intrideo’s prior written consent. Intrideo may assign this Agreement or any rights under this Agreement to any third party without Customer’s consent. Any assignment in violation of this Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
- Choice of Law. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent either Party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
- Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the Intrideo SaaS Services.
- Construction. Except as otherwise provided in this Agreement, the Parties’ rights and remedies under this Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of Intrideo in this Agreement means the right of Intrideo to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.
- Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond the Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Intrideo’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites.
- Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.
- Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
- Independent Contractors. Intrideo’s relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and will not represent to any third party that it has, any authority to act on behalf of the other Party.
- Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral.
- Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby.
- Publicity. The Parties will work together in good faith to issue at least one mutually-agreed upon press release within 90 days after the date the Parties enter into this Agreement, and Customer agrees to reasonably cooperate with Intrideo to serve as a reference account upon request.
- English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.