Terms and ConditionseQuidPro Inc. Terms and Services
eQuidPro Inc. (“eQuidPro” or “We”) operates the website https://equidpro.com and provides the service and functionality made available on or through the site. By clicking the “Login Register” button, accepting these terms in writing or using our site and/or services relating to these terms, you agree to these terms of service. If you are entering into these terms on behalf of a company, your usage expressly states you have the authority to bind said organization to these terms listed herein.
1.0 Right to Access
1.1 Subject to the terms of this Agreement eQuidPro will provide Employer/Agency with access to and use of eQuidPro, which is made available to Employer/Agency as a hosted service. eQuidPro Inc., will host and retain physical control over eQuidPro without any obligation to deliver or otherwise make available any copies of code. eQuidPro Inc. reserves the right to make changes to its hosting and technical infrastructure during the term of this Agreement as deemed reasonably necessary. The granting of this limited non-exclusive, non-transferable license to use the Site and Services is done so with the provision that you do not modify the content and that you maintain all copyright and other proprietary notices.
1.2 eQuidPro reserves the right, in its sole discretion, at any time and from time to time to modify the terms and conditions of this agreement and to discontinue temporarily or permanently, the site or some or all of the services with or without notice to you. You agree that any modification or discontinuance of the site or service may be affected without prior notice. That eQuidPro may immediately deactivate or delete your account and all related information and files in your account, including any registration data, you agree that eQuidPro shall not be liable to you or to any other person as a result of any such modification or discontinuance for any reason whatsoever. Your continued use of the site or services following a change means that you accept that change
1.3 To gain access to the online eQuidPro platform, you must first register with the application. You will provide accurate and current information about yourself and your organization as prompted by our online form when registering. You agree you will be responsible for the confidentiality and use of your username and password; NOT SHARE, TRANSFER OR RESELL your account or use of or access to the Service to any third party; and keep all information in your Account true, accurate, current and complete. YOU AGREE NOT TO CREATE AN ACCOUNT USING A FALSE IDENTITY OR INFORMATION, OR ON BEHALF OF SOMEONE OTHER THAN YOURSELF. You agree that you will not have more than one Account at any given time. eQuidPro reserves the right to terminate any username and password, which eQuidPro reasonably determines may have been used by an unauthorized third party. Only Employers and Recruitment Agencies can create an Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you will have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account, other than Your Content as defined below, are and will forever be owned by and inure to the benefit of eQuidPro.
2.0 Representation and Assignment
2.1 You hereby represent to eQuidPro and to any candidate, Employer and Recruitment Agency who may access such information, that all information, data and content that you submit, post, e-mail, transmit, upload or otherwise provide to eQuidPro or through the use of the Services, including without limitation Registration Information, job descriptions, compensation offered, compensation accepted, resumes and qualifications (collectively “Content”) will be true, accurate, current and complete.
2.2 You acknowledge and agree that you, and not eQuidPro, are entirely responsible for all Content that you provide through the use of the Services and that eQuidPro makes no representations or warranties whatsoever regarding accuracy, currency, errors, integrity, completeness or quality of Content that you obtain through the use of the Services. eQuidPro will not be liable for any loss or damage of any kind incurred as a result of the use of any Content.
2.3 You hereby represent and warrant that you have the right, authority and capacity to legally enter into this Agreement on behalf of and to bind the Employer or Recruitment Agency, respectively, and to comply with all of its terms and conditions. From here on in, in this Agreement, the term “you” means you personally with respect to the Employer business entity if you have created an Employer account, or the Recruitment Agency business entity if you have created a Recruitment Agency Account.
2.4 Contracting Parties. This Agreement is entered into between you (Employer business entity or Recruitment Agency business entity) and eQuidPro Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (“eQuidPro”). YOU HEREBY ACKNOWLEDGE AND AGREE THAT ANY CANDIDATES, EMPLOYERS AND RECRUITMENT AGENCIES WITH WHOM YOU COMMUNICATE OR OTHERWISE ENGAGE USING THE SERVICES ARE ALSO DEEMED TO BE PARTIES TO THIS AGREEMENT, ARE BENEFICIARIES OF YOUR REPRESENTATIONS, WARRANTIES AND OBLIGATIONS UNDER THIS AGREEMENT AND THAT THE PROVISIONS OF THIS AGREEMENT ARE THEREFORE INDEPENDENTLY ENFORCEABLE BENEFITS GRANTED BY YOU TO SUCH EMPLOYERS AND RECRUITMENT AGENCIES AND MAY BE ENFORCED BY THEM DIRECTLY AS AGAINST YOU.
2.5 You may not assign this Agreement or any portion of this Agreement without the prior consent of eQuidPro. Notwithstanding the foregoing, a user who is an employee of an Employer or Recruitment Agency, may assign his or her account to another employee of the same Employer or Recruitment Agency, strictly in accordance with the account assignment functionality offered by the Service.
2.6 You are solely responsible for your interactions with other Users of the Service and any other parties whom you interact through the Services; provided, however, that eQuidPro reserves the right, but has no obligation, to intercede in such disputes. You agree that eQuidPro will not be responsible for any liability incurred as the result of such interactions. eQuidPro will have final determination as to the outcome of any dispute related to the Service. You will indemnify eQuidPro from a claim by any third party (including any User) related to your breach of these Terms.
2.7 Restrictions on Re-Purposing of Services. Except as permitted under this Agreement or expressly authorized by eQuidPro on the Site, you agree not to reproduce, make derivative works of, retransmit, distribute, sell, publish, communicate, broadcast or otherwise make available any of the Content obtained through the Site or Services.
2.8 You agree that at no time will you, candidates, employers and recruitment agencies, using the service, enter into direct contact or communication with one another with the expressed intent to bypass or otherwise compromise the service for personal or corporate financial gain and in so doing to avoid payment of the Placement Fee. Should such occurrence be found to have taken place the accounts, of the Employer and Recruitment Agency, with eQuidPro, shall be immediately terminated and legal action, for retrieval of lost Placement Fee and damages will be taken.
3.0 Use of Account
3.1 A Placement Fee plus applicable taxes are payable by an Employer if the Employer, any of its subsidiaries or affiliates, or any of their respective divisions, hires a Candidate submitted by a Recruitment Agency for the specific job, as posted on the eQuidPro site, with that Employer within six (6) months of the date that the Candidate was submitted using the Services. Should the Employer locate a Candidate that was introduced through the Services and initiate communication without informing eQuidPro, which ultimately leads to the hire of the Candidate, for the posted job or any other job, within (180) days of the Candidate’s submission through the services, eQuidPro will still be owed a Placement Fee.
3.2 The Placement Fee is strictly payable in respect of any hired candidate who has been submitted by a recruitment agency using the services. If the employer has been previously introduced to, communicated with the candidate, was directly approached by the candidate or was referred to the candidate by a third party not using the Services within the previous six (6) months of the date of submission, it is the sole responsibility of the employer to reject the candidate at the time of submission by selecting the “already presented within last 6 months” reason from the list. Should the employer not reject the candidate and proceed to engage with the candidate through the Service after the time of submission, the Placement Fee is deemed payable if they are successfully hired.
3.3 For the purposes of this Agreement, the posted job is the fee approved job order issued by the employer through the Services. The “Placement Fee” is the amount posted by the Employer upon entering a job opportunity and the amount posted to Recruitment Agencies as the flat fee payable to the successful Recruitment Agency, against which Recruitment Agencies will place a “bid” to qualify for the right to submit candidates for the specific posted job. The “Guarantee Period” is the length of time posted in the job order that the successful candidate must remain on the job to be considered a successful placement.
3.4 Where Candidate Resigns or is Terminated within the Guarantee Period, and the Employer has paid the invoice within the agreed upon time, Employer has the option to request a Refund of the Placement Fee, less the portal fee (equal to 10% of the final agreed upon fee) OR request a Replacement. (Subject to change without prior notice.)
Reasons Refund or Replacement will not apply:
a) The Employer restructures
b) The Employer suffers an economic downturn
c) The Employer closes or relocates
d) The Employer commits any form of unfair labour practice when terminating the contract of employment – whether it be for misconduct or poor work performance
e) In the event of the employee’s death or health issues
f) The Employer fails to comply with the terms and conditions as stipulated within this agreement
It is incumbent upon the Employer to notify, via email to info@eQuidPro.com within 24 hours of a hired candidate’s resignation or termination in order for the guarantee to be exercised; should this not occur, within the timeframe mentioned, the guarantee will be deemed to be null and void. Payments, by the Employer for a successful hire through the eQuidPro process will be made within 30 days of the hired candidate’s start date. The funds shall be held until the “guarantee period” has expired and then and only then be paid to the successful Recruitment Agency. Notwithstanding the foregoing, nothing in this Agreement shall be deemed to be a guarantee that a successful Candidate will remain employed for the duration of the Guarantee Period. The guarantee will only be in effect for the initial candidate hired and will therefore not apply to the replacement candidate.
3.5 A Recruitment Agency has “Ownership” of a Candidate and will have the rights to Placement Fees associated with that Candidate, for a period of one hundred eighty (180) days, for the posted job toward which the Recruitment Agency made a completed submission. Different Recruitment Agencies may submit and own the same Candidate for different posted jobs on eQuidPro as well as for different posted jobs at the same Employer and will be owed Placement Fees only when the Recruitment Agency has Ownership of a Candidate for that posted job.
If there is any dispute related to ownership of a candidate (including the validity of any rejection), the final determination will be made solely by eQuidPro
3.6 The Employer will use the Services to immediately notify eQuidPro and the system will notify the Recruitment Agency if a Candidate, submitted by the Recruitment Agency, has been hired by the Employer. When a Placement Fee is payable, eQuidPro will invoice the Employer for the full amount of the Placement Fee and all applicable taxes which are payable by the Employer to eQuidPro by payment means made available by eQuidPro upon receipt of invoice. The invoice will be payable on the first date the candidate starts. Invoices payable are not to exceed thirty (30) days from the date the candidate starts. Invoices not paid within 30 days will be subject to a 2% per month charge until such invoice is paid in full and the forfeiture of the guarantee.
NOTWITHSTANDING THE FOREGOING, RECRUITMENT AGENCIES HEREBY ACKNOWLEDGE AND AGREE THAT eQuidPro MAKES ABSOLUTELY NO WARRANTIES, EXPRESSED OR IMPLIED, AND eQuidPro DISCLAIMS AND NEGATES ALL WARRANTIES, THAT AN EMPLOYER WILL PAY THE PROPER REFERRAL FEE OR THAT IT WILL DO SO ON A TIMELY BASIS. ALL RISK ASSOCIATED WITH THE FAILURE BY AN EMPLOYER TO PAY THE PROPER REFERRAL FEE RESTS WITH THE RECRUITMENT AGENCY.
3.7 Payment Terms. The payment terms for each successful placement will be due on receipt of the invoice and no later than (thirty) 30 days from the date of the invoice. Payment to the Recruitment Agency, for a successful placement, will come only after the guarantee period in force has been completed or receipt of payment of the fee from the employer, whichever is the latter. The payment, to the successful Recruitment Agency, will be made within 7 – 10 days after the completion of the guarantee period.
3.8 Recruitment Agencies May Claim Against Employers. Employers hereby acknowledge and agree that Recruitment Agencies are beneficiaries of the Employer representations, warranties and obligations under this Agreement and that the obligation to pay a Placement Fee to the Recruitment Agency is an independently enforceable benefit granted by the Employer to the Recruitment Agency, both of whom are parties to this Agreement with eQuidPro, and may be enforced by a Recruitment Agency directly as against an Employer if payment of the Placement Fee is not made to eQuidPro.
3.9 eQuidPro Share Held by Recruitment Agency. If a Recruitment Agency receives any portion of the eQuidPro Share of the Referral Fee, the Recruitment Agency hereby agrees that it holds the eQuidPro Share in trust for eQuidPro and will forthwith pay the eQuidPro Share to eQuidPro.
3.10 Except as otherwise agreed in writing by a Recruitment Agency and Employer, Employers are not responsible for payment or reimbursement of any expenses incurred by Recruitment Agencies, including without limitation for any hours worked, telephone, travel, interviewing time, advertising, photocopies, postage or faxes.
3.11 Interest on amounts unpaid after due shall be payable at the rate of 2% per month.
3.12 eQuidPro reserves the right to revise its rates from time to time at its sole discretion and such rates shall apply to any Published posted jobs or online job postings placed after publication of the revised rate.
4.0 EMPLOYER OBLIGATIONS
4.1 Employers represent and warrant that published posted jobs will conform to the posted job content and formatting specifications specified by eQuidPro from time to time and be accurate and contain sufficient detail to clearly convey the nature and requirements of the employment position.
4.2 Employers may not use the Site or Services to contact job Candidates other than on a one-on- one basis for a specific job opportunity. Employers may not use the Services to build a prospective Candidate list from Recruitment Agencies submissions for use in association with future job opportunities or for Employer’s own commercial or derivative purposes.
4.3 Any offer of employment between an Employer and a Candidate who has been submitted by a Recruitment Agency using the Services, and any acceptance of the offer, must be made using the employment offer and acceptance functionality of the Services.
5.0 RECRUITMENT AGENCY OBLIGATIONS
5.1 Recruitment Agencies may use the Site and the Services strictly for the purposes of bidding on posted opportunities, if selected to submit prospective Candidates in relation to a specific posted job published by an Employer.
5.2 Recruitment Agencies represent and warrant that Candidate submission forms delivered by a Recruitment Agency will conform to the content and formatting specifications specified by eQuidPro from time to time.
5.3 Recruitment Agency Must Know Candidate. IT IS A MATERIAL TERM OF THIS AGREEMENT THAT RECRUITMENT AGENCY NOT BLINDLY SUBMIT CANDIDATES FOR posted jobs. RECRUITMENT AGENCIES REPRESENT AND WARRANT TO EMPLOYERS AND TO eQuidPro THAT NO CANDIDATE WILL BE SUBMITTED BY THE RECRUITMENT AGENCY THROUGH THE USE OF THE eQuidPro SERVICES, UNLESS AND UNTIL: (I) THE CANDIDATE HAS BEEN SCREENED BY THE RECRUITMENT AGENCY BASED ON ANY SELECTION CRITERIA THAT MAY HAVE BEEN PUBLISHED BY THE EMPLOYER, (II) THE CANDIDATE WILL HAVE CONFIRMED HIS OR HER BASIC UNDERSTANDING OF THE POSITION TO THE RECRUITMENT AGENCY, (III) THE RECRUITMENT AGENCY HAS TAKEN STEPS TO CONFIRM THE CANDIDATE’S QUALIFICATIONS FOR THE POSITION, (IV) THE RECRUITMENT AGENCY HAS UNDERTAKEN A PRELIMINARY INTERVIEW OF THE CANDIDATE, (V) THE RECRUITMENT AGENCY HAS OBTAINED OR MADE A REQUEST FOR ANY RELEVANT DOCUMENTATION FROM OR FOR THE CANDIDATE, NOTHING HEREIN SHALL BE DEEMED TO REQUIRE A RECRUITMENT AGENCY TO INDEPENDENTLY VERIFY INFORMATION PROVIDED BY A CANDIDATE TO THE RECRUITMENT AGENCY.
5.4 An eQuidPro Service Fee, equal to 10% of the successful placement fee, will be deducted prior to payment to the Recruitment Agency, for all successful placements. eQuidPro reserves the right to adjust, change or otherwise charge this fee from time to time, with prior written notice
6.0 INTELLECTUAL PROPERTY
6.1 The provision of the Services does not grant any right, title or interest to you in software, data, databases, products, trade-marks, trade names, materials, tools or methodologies used by eQuidPro in the provision of the Services, or in any of its proprietary or licensed rights and ownership of all the foregoing shall at all times remain with eQuidPro or its licensors.
6.2 eQuidPro is a trade-mark of eQuidPro Inc., as is all other service, product and business names and logos used or displayed on the Site or any of the Services may be the trade-marks or registered trademarks of their respective owners. Any use of any trade-marks appearing on the Site or any of the Services without the express written consent of the owner of the trade-mark is strictly prohibited.
7.0 CONFIDENTIAL INFORMATION
7.1 By reason of the relationship hereunder, User and eQuidPro will have access to certain information and materials concerning the other that are confidential and of substantial value, which value would be impaired if such information were disclosed to third parties (“Confidential Information”).
I. Confidential Information shall include, without limitation, the features and functions of eQuidPro that are not available to the general public (including screen shots of the same and future enhancements), User Content supplied by User and other users of eQuidPro, documentation or specifications provided, the commercial terms of this Agreement (but not the mere existence of this Agreement), any statements of work or schedules, performance and security test results and any other material specifically designated as confidential.
II. User and eQuidPro agree that they will not, and their employees, agents and contractors will not, make use of, disseminate, post outside of eQuidPro, or in any way disclose any Confidential Information of the other party to any person, firm or business, except to disclose User Content to eQuidPro users who need to know such information in order to make use of eQuidPro and who are bound by materially as restrictive obligations as those contained herein or for any purpose the disclosing party may hereafter authorize in writing. Each party agrees that it will treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, and each party represents that it exercises reasonable care to protect its own Confidential Information
III. Notwithstanding anything in this Agreement to the contrary, and only for the purposes of providing eQuidPro services, User acknowledges that some Employer content, such as job postings, will be disclosed to Agencies (but not other Hiring Parties), Agency User Content, such as Candidate submissions, may be disclosed to Employer (but not other Agencies), and information included in a job posting may be disclosed to potential Candidates provided that Agencies may not provide the Employer name unless the Employer has expressed interest in such potential Candidate or authorized such disclosure.
7.2 Notwithstanding the foregoing provisions, the recipient of Confidential Information may use or disclose the Confidential Information to the extent that such Confidential Information is:
already known by the recipient without an obligation of confidentiality,
i. publicly known or becomes publicly known through no unauthorized act of the recipient,
ii. rightfully received from a third party authorized to disclose such Confidential Information,
iii. independently developed by the recipient without use of the information of the disclosing party,
iv. approved by the disclosing party for disclosure, or
v. required to be disclosed pursuant to a requirement of a court, tribunal, governmental agency or law, provided that the recipient uses best efforts to provide notice to the other party of any such disclosure prior to disclosure or, if not possible, as soon thereafter as is possible, and takes all reasonable steps legally available to maintain the information in confidence.
8.1 User Privacy Compliance. You hereby represent and warrant that you will comply with all international, federal, provincial, state, municipal or other privacy laws including those governing the collection, storage, disclosure, transfer or use of personal information and including, without limitation, in Canada, the United States of America and any and all countries where eQuidPro either is in operation at the time of the acceptance of these Terms & Conditions or will be at a future yet undetermined date, the Personal Information Protection and Electronic Documents Act (PIPEDA). You will comply with all privacy, personal information, data protection and similar policies adopted or used by eQuidPro from time to time, including any eQuidPro privacy statement. Employers and Recruitment Agencies 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 Recruitment Agency may disclose to an Employer information regarding Candidates for a specific job opportunity presented by eQuidPro published by an Employer.
8.2 Any personal information collected by eQuidPro is subject to the eQuidPro privacy statement in place from time to time.
8.3 eQuidPro Collection and Use of Personal Information. eQuidPro collects Registration Information and user information that assists eQuidPro in meeting your various needs and providing the Services. eQuidPro does not sell, rent, or otherwise disclose personally identifiable information to third parties without your consent except where it is necessary to carry out your instructions, including processing of any payments, or as otherwise described in this Agreement or the eQuidPro Privacy Statement. eQuidPro may share information with affiliates to provide the Services. User information may be used to determine appropriate new features, content or services, and to provide advertisers and business partners with aggregate but not personally identifiable information about our customers and their preferences, including statistical information about the source of visitors, sales, traffic patterns and use of services.
8.4 Recruitment Agencies represent and warrant to eQuidPro and to any Employers with whom they communicate or engage that they have obtained the full and informed consent of any Candidate prior to submitting their profile to an open job in eQuidPro.
9.0 Term & Termination
9.1 You are bound by the provisions of this Agreement for as long as you continue to access the Site or use any of the Services. The provisions of this Agreement also continue to apply to you as long as you have an active Account that you have not closed. Notwithstanding any expiry or termination of this Agreement, including the closing of your Account, the provisions of this Agreement shall survive, and continue to apply to an Employer and Recruitment Agency, in respect of any Candidate that an Employer has hired following submission by a Recruitment Agency.
9.2 eQuidPro, in its sole discretion, may suspend or terminate your Account, your use of the Site or Service, and remove and discard any Content submitted by you at its convenience, or for any reason, including, without limitation, if eQuidPro believes in its sole discretion that any information provided or submitted by you is untrue, inaccurate, not current or incomplete, or that you have violated or acted inconsistently with the letter or spirit of this Agreement. eQuidPro may in its sole discretion and at any time discontinue providing the Site or Services, or any parts of the Site or Services, with or without notice. Any suspension or termination of your access to Site or Service may be affected without prior notice, and you acknowledge and agree that eQuidPro may immediately deactivate or delete your Account and all related information and files in your account and bar any further access to your Account, Content or the Services. You hereby agree that eQuidPro shall not be liable to you or to any other person as a result of any such suspension or termination.
10.1 THE SITE AND SERVICES ARE PROVIDED “AS IS” AND eQuidPro MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND eQuidPro DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. FURTHER, eQuidPro DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR- FREE, THAT RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, THAT ANY ERRORS IN THE SOFTWARE COMPRISING THE SITE OR SERVICES WILL BE CORRECTED, OR OTHERWISE CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR REPRESENTATIONS TO EMPLOYERS THAT A JOB POSTING OR PUBLISHED JOB WILL BE VIEWED BY ANY NUMBER OF RECRUITMENT AGENCIES OR THAT AN EMPLOYER WILL SUCCEED IN FINDING CANDIDATES, OR WARRANTIES OR REPRESENTATIONS TO RECRUITMENT AGENCIES THAT AN EMPLOYER WILL MAKE ANY REFERAL FEE PAYMENT.
10.2 All risk associated with the use of, or reliance on, the Services rests with you. Any material or information obtained through the use of the Services is done at your own discretion and risk and you will be solely responsible for any damage to your systems or for loss of data that results from the download of such material or information. You agree that eQuidPro, including its suppliers, shall not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with your use of, or reliance on, the Services, including the failure of the Services to meet your needs, standards, expectations or specifications.
10.3 eQuidPro may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days that any Content submitted by you will be retained by eQuidPro or available on the Site.
10.4 Revisions and Errata. The Content appearing on the Site and during the provision of the Services may include technical, typographical or other errors. eQuidPro does not warrant that any of the Content is accurate, complete or current.
10.5 It is strictly prohibited for an Employer or Recruitment Agency to include any links to external Web Sites either in a job posting or in a Candidate submission, unless and otherwise pre-approved by eQuidPro. It is therefore incumbent upon the Employer or Recruitment Agency to provide such request, via email to info@eQuidPro.com prior to the posting or transmission. In the event of such an inclusion, eQuidPro shall have the right to delete such links at its sole discretion and without prejudice.
10.6 Third Party Products and Services. You acknowledge and agree that some of the Services may from time to time be provided by third parties. eQuidPro reserves the right to replace or add third party service providers with respect to any given Service in its sole discretion. You acknowledge and agree that eQuidPro shall have no responsibility for, or liability with respect to, any aspect of such Services, including but not limited to support or maintenance, or for any lost or damaged data, or any acts or omissions of the third party. You acknowledge that in your dealings with such third parties that have been identified to you, eQuidPro is not the seller or provider and your agreement of purchase for services, if any, with such third party is between you and the third party, and not eQuidPro. eQuidPro assumes no responsibility whatsoever for any charges that you or any user of your Account incurs when making purchases or other transactions related to third party services. The responsibility for ensuring compliance with all applicable laws in connection with any such transactions shall be yours and the third party’s alone. You agree that eQuidPro shall not be responsible or liable in any way for any loss or damage of any kind incurred as a result of, or in connection with, any such third-party dealings or transactions.
11.1 You will hold harmless and indemnify eQuidPro, its agents, suppliers, sub-distributors, licensors, successors and assigns, and their respective directors, officers, shareholders and employees (each an “indemnified party”), from and against any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, which an indemnified party may suffer or incur by reason of (i) any breach or allegation of breach of any warranty, representation or agreement made by you under this Agreement, (ii) any reliance on such warranty, representation or agreement, (iii) any breach or allegation of breach of any provision of this Agreement (including any provisions incorporated by reference, (iv) your access to or use of the Site or Services including any Content; (v) your use or reliance on the Services including any Content, or (vi) a failure by you to comply with all applicable laws and regulations.
12.0 Limitation of Liability
12.1 Except with respect to a party’s payment obligations pursuant to this Agreement, each party’s total liability with respect to this agreement shall be limited to the fees paid by User to eQuidPro in the 12 months prior to the act giving rise to the liability. Neither party shall be liable for any loss or inaccuracy of data, loss of profit or revenue, or indirect, special incidental or consequential damages.
User acknowledges that eQuidPro does not and cannot determine or be responsible for whether Agencies or Employers comply with department of labor programs related to equal opportunity employment and the definition of internet applicants and related record keeping requirements and hereby releases and agrees not to sue eQuidPro, its parents, subsidiaries and affiliates, with respect to any action violating such regulations.
13.1 This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, other legal representatives, successors and permitted assigns of the parties.
13.2 This Agreement constitutes the entire agreement between the parties to this Agreement with respect to the subject matter of this Agreement and cancels and supersedes any prior understandings, negotiations and agreements between the parties to this Agreement with respect to the subject matter of this Agreement. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, written, oral, implied or statutory, between the parties other than as expressly set forth in this Agreement.
13.3 If any one or more provisions contained in this Agreement should be held by a court or other tribunal to be invalid, illegal or otherwise unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
13.4 No amendment to this Agreement will be valid or binding unless set forth in writing, by eQuidPro, and duly executed by all the parties hereto. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived.
13.5 Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by electronic means of communication addressed to eQuidPro as follows: To info@eQuidPro.com or to such other address, individual or electronic communication number as may be designated by notice to you; and to you by personal delivery or by electronic means of communication addressed to the mailing address or electronic communication email address or number provided by you as a part of your Registration Data. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof 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 during which such normal business hours next occur if not given during such hours on any day.
13.6 The right and remedies of the parties here under are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that party may be entitled.
Governing Law. This Agreement is governed by and will be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the United States of America and any and all countries where eQuidPro either is in operation at the time of the acceptance of these Terms & Conditions or will be at a future yet undetermined date.
13.7 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, except for matters that can be tried only before a Federal Court in which case jurisdiction and venue shall be in Ontario. The parties to this agreement each hereby attorn to the jurisdiction of the courts of the Province of Ontario and of the Federal Court in accordance with the foregoing and waive any objection to venue or any claim of inconvenient forum.
14.1 Applicable Laws and Other Agreements. Your use of the Services may be subject to local laws and regulations and you agree to comply with any applicable laws and regulations. Your use of the Services may be affected by other agreements between you and eQuidPro or you and third parties and any use of the Services does not modify the terms and provisions of such other agreement