1. Parties to the Agreement. This Agreement is being entered into between Job Central - Simcoe Muskoka and you. If you are accessing or purchasing services or products on behalf of or as an agent or representative of your employer or principal, then this Agreement is being entered into between Job Central - Simcoe Muskoka and your employer or principal and you hereby represent and warrant that you have the full and express authority to enter into this Agreement on behalf of your employer or principal.
3. Services. Job Central - Simcoe Muskoka will provide the Customer with the services ("Services") that you have elected to receive by checking off the applicable boxes on the Site or that you have requested your industry specific association or publication to purchase from Job Central - Simcoe Muskoka on your behalf.
4. Payment. If Customer has purchased the Services on the Site directly from Job Central - Simcoe Muskoka, Customer will pay to Job Central - Simcoe Muskoka the charges in the manner and amount set out on the Site plus applicable taxes. Interest is payable at 12% per annum on unpaid amounts where invoiced. Job Central - Simcoe Muskoka reserves the right to revise its rates from time to time and such rates may apply to any renewal of this Agreement or its term.
5. Proprietary Items. The provision of the Services does not grant any right, title or interest to Customer in software, products, trademarks, trade names, data, materials, tools or methodologies used by Job Central - Simcoe Muskoka, or in any of its proprietary or licensed rights, and ownership of all of the foregoing shall at all times remain with Job Central - Simcoe Muskoka or its licensors. The provision of any material by the Customer to Job Central - Simcoe Muskoka, including corporate information, banner advertisements, Customer trademarks and other items required by Job Central - Simcoe Muskoka to provide the Services does not grant Job Central - Simcoe Muskoka any right, title or interest in such material and ownership of all such material shall at all times remain with Customer or its licensors, except that Customer hereby grants to Job Central - Simcoe Muskoka a non-exclusive, personal, non-transferable license to reproduce and use such material as Job Central - Simcoe Muskoka reasonably deems appropriate to provide the Services.
6. Use Strictly Limited to Recruitment. Customer will access and use the Services only for the purposes of (i) recruitment of job candidates for employment directly with Customer, and (ii) contacting specific job candidates in relation to a job opportunity, provided that Customer is ordinarily in the business of job recruitment for third parties (such Customer is hereinafter also referred to as a "Recruiter") and has been retained by a third party ("Third Party Employer") to recruit for that specific job opportunity. Customer will not disclose any information, including personally identifiable information, obtained through the use of the Services to any other person, individual or entity, except that a Recruiter may disclose to a Third Party Employer information regarding candidates for a specific job opportunity in respect of which the Recruiter has used the Services to post the job on behalf of the Third Party Employer. Any Recruiter will ensure that it has entered into an agreement with each Third Party Employer: (i) requiring the Third Party Employer to use the information provided by the Recruiter solely for the purpose of filling the job within the Third Party Employer for which the information was provided, and (ii) prohibiting the Third Party Employer from disclosing any of the information to any other person, individual or entity.
7. Further Restrictions. Customer will not, directly or indirectly, whether on its own or in conjunction with any other person or entity:
- use the Services or disclose or promote that it is a subscriber to the Services to market its own recruitment services, to contact job candidates other than on a one-on-one basis for a specific job opportunity, or to engage in any other resale or commercial use of the Site or contents;
- post or use any job candidate's résumé on the Customer's own website for the Customer's own or any other person's commercial or other purposes, except on an internal website not accessible to the public and for the limited purposes set out in Paragraph 6;
- collect or use any product or service listings, descriptions, or prices, or engage in any form of derivative use of the Site or its contents;
- frame or utilize framing techniques to enclose any information or content found on the Site, including job postings, forms, trade-marks or other proprietary information without express written consent from Job Central - Simcoe Muskoka;
- send out any marketing emails or any other form of communication using job candidate or other personal information obtained through the Service;
- sell, share or otherwise disclose to any third party the username, password or any other registration or identification information provided by Job Central - Simcoe Muskoka or required by Customer to access the Services, except to those employees of Customer who are personally and ordinarily involved in using the Services, provided that no employee may share a single username;
- use any device or process to monitor, copy, summarize, or otherwise extract information from the Site or from the software or materials used to provide the Services;
- insert any words, spaces or characters in any field in the job posting data entry form, including without limitation the "Job Title" field, the sole purpose of which is to affect the alphabetic or other ranking of the job posting (e.g. preceding a job title, description or registered company name with "AAA"); or
- in the case of Recruiters, (i) identify or name their clients or any third party in the "Job Title" field of the data entry form for a job posting, or (ii) without the consent of such clients or third parties, identify or name their clients or any third parties in any other field of the data entry form for a job posting.
8. Job Posting Content. Without limiting any of the foregoing restrictions, the content of Job Postings will:
- be accurate and contain sufficient detail to clearly convey the nature and requirements of the employment position;
- not contain any content the reproduction of which would infringe any third party rights, including copyright, trademark or confidential information rights, such as material that has merely been copied from a third party job posting without that third party's prior written consent;
- not contain any personal or other information in violation of applicable privacy or personality rights of third parties;
- not contain material that is sexually explicit, obscene, defamatory, threatening, offensive, embarrassing, harassing, abusive, hateful, distasteful or contrary to applicable law;
- not require the payment of a fee by the person responding to the job posting;
- not be used to (i) impersonate another person, living or dead, (ii) post false, inaccurate or misleading information, (iii) engage in direct marketing or any multi-level marketing scheme including the posting of chain letters or pyramid schemes, (iv) post opinions or notices (that are not job postings), (v) post advertisements or solicitations of business, or (vi) engage in any scheme requiring or providing the option of monetary investment or for the provision of consulting services.
9. Notification of Security Breach. Customer will immediately notify Job Central - Simcoe Muskoka of any unauthorized use of Customer's usernames, passwords, any other registration or identification information provided by Job Central - Simcoe Muskoka, or of any other breach of security of which Customer is aware.
10. Use of Account. Customer assumes full responsibility for the use of Customer's accounts and passwords and for restricting access to Customer's account. Customer accepts full responsibility for all activities that occur under Customer's accounts. Customer is responsible for ensuring that the content of all communications posted by Customer comply with applicable law and for ensuring that they do not infringe upon the proprietary or personal rights of any person.
12. Term. The term of this Agreement shall commence on the earlier of the date on which it is accepted by Customer or on which the Services are purchased and shall continue in effect until the end of the period during which Job Central - Simcoe Muskoka has agreed to provide any of the Services. All job postings will be removed by Job Central - Simcoe Muskoka from the Site upon the earlier of 365 calendar days following posting and expiry or termination of the Agreement for any reason. Job Central - Simcoe Muskoka may terminate this Agreement at any time without cause upon thirty (30) calendar days of written notice to Customer. Either party may terminate this Agreement effective upon written notice to the other party if the other party defaults in a payment or other material obligation hereunder and continues in default for a period of ten (10) calendar days after written notice, except that Job Central - Simcoe Muskoka may terminate this Agreement immediately upon the occurrence of any event in breach of the provisions of Paragraphs 6, 7 or 8 above. Either party may terminate this Agreement effective upon written notice to the other party in the event that the other party ceases to carry on its business or becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency.
13. WARRANTY DISCLAIMER. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, JOB CENTRAL - SIMCOE MUSKOKA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. JOB CENTRAL - SIMCOE MUSKOKA MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE NICHESITE WILL OPERATE ERROR FREE. JOB CENTRAL - SIMCOE MUSKOKA MAKES NO REPRESENTATION OR WARRANTY RESPECTING THE ACCURACY, COMPLETENESS, CURRENCY OR TIMELINESS OF ANY OF THE INFORMATION PROVIDED AS PART OF THE SERVICES OR RESPECTING ANY COMMUNICATIONS POSTED BY JOB CANDIDATES OR OTHER USERS AND DOES NOT WARRANT ANY RESULTS AS A CONSEQUENCE OF SUBSCRIBING TO THESE SERVICES, INCLUDING BUT NOT LIMITED TO THAT A JOB POSTING WILL BE VIEWED BY ANY NUMBER OF JOB CANDIDATES OR THAT CUSTOMER WILL SUCCEED IN FINDING CANDIDATES FOR THE JOB POSTINGS IT PROVIDES. The Niche Site may contain material, data and information provided, posted or offered by third parties, including but not limited to advertisements. Job Central - Simcoe Muskoka has no liability whatsoever for any third party material, data, information or other content.
14. LIMITATION OF LIABILITY. JOB CENTRAL - SIMCOE MUSKOKA' MAXIMUM AGGREGATE LIABILITY, INCLUDING APPLICABLE LAWYERS' FEES AND COURT COSTS, TO CUSTOMER OR TO ANY THIRD PARTY CONCERNING THE PERFORMANCE OR NON-PERFORMANCE OF ALL SERVICES OR IN ANY MANNER RELATED TO THIS AGREEMENT, WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE CHARGES PAID BY CUSTOMER TO JOB CENTRAL - SIMCOE MUSKOKA, IF ANY, DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THIS LIMITATION SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND OR ACTION, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, TORT OR ANY OTHER LEGAL THEORY, AND WILL SURVIVE A FUNDAMENTAL BREACH OR FAILURE OF THE ESSENTIAL PURPOSE OF THE AGREEMENT. IN NO EVENT WILL JOB CENTRAL - SIMCOE MUSKOKA BE LIABLE TO CUSTOMER FOR ANY DAMAGE CAUSED BY EVENTS BEYOND JOB CENTRAL - SIMCOE MUSKOKA' REASONABLE CONTROL OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF THE SERVICES OR OTHERWISE RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DAMAGES FOR LOST PROFITS.
15. Indemnification. Customer hereby agrees to defend, indemnify, and hold harmless Job Central - Simcoe Muskoka, its partners, their successors and assigns, and their employees and agents, from and against any losses, damages, expenses, fines, monetary penalties, liabilities, claims, actions and demands of any nature (collectively "Claim(s)"), including any interest and legal and accounting fees on a substantial indemnity basis, and including any claims for loss of revenue, expected profits or savings, or any other commercial, economic, general, specific, direct, indirect, special, incidental, consequential, punitive or exemplary losses or damages, which may be suffered or incurred by reason of or in connection with Customer's use of the Niche Site or Services, any material posted by the Customer to the Niche Site, any breach or alleged breach of any warranty, representation or agreement made by Customer, or any failure by Customer to comply with all applicable laws. Job Central - Simcoe Muskoka will use reasonable efforts to provide Customer prompt notice of any such Claim and may assist Customer, at Customer's expense, in defending any such claim, suit or proceeding
16. Arbitration. Except with respect to an action over which the Ontario Small Claims Court would have jurisdiction, where a dispute arises between Customer and Job Central - Simcoe Muskoka, the parties agree to submit the dispute to arbitration, which shall take place in Toronto, Ontario, Canada, and the rules governing such arbitration shall be as provided under the Arbitration Act, 1991 (Ontario).
17. General. This Agreement contains the entire understanding of the parties on the subject hereof, supersedes all previous agreements and may not be amended except in writing. Customer may not assign this Agreement without the prior written consent of Job Central - Simcoe Muskoka. Paragraphs 4 to 5 and 11 to 16 shall survive expiry or termination of this Agreement for any reason. Job Central - Simcoe Muskoka may assign this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Customer. The waiver of any breach or default hereunder shall not constitute the waiver of any other or subsequent breach or default. Any notice hereunder shall be delivered by electronic means of communication, registered mail or courier and will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by registered mail, on the 5th business day in Ontario following the deposit thereof in the mail and, if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the business day in Ontario during which such normal business hours next occur if not given during such hours on any day. This Agreement shall be interpreted, construed and governed by the laws in force in the Province of Ontario, without reference to its conflict of laws principles. For the purpose of all legal proceedings this Agreement will be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario will have jurisdiction to entertain any action arising under this Agreement. Job Central - Simcoe Muskoka and the Customer each attorn to the jurisdiction of the courts of the Province of Ontario.