1. Scope of Services
Enginehire shall provide access to a website (the Platform) to the Client.
The Platform will provide a service through which the Client can offer recruitment services. For details regarding the experience that will be enabled, see Appendix A – Scope.
2. Changes to Scope
3. Fees
The Client agrees to pay a monthly fee (the Platform Fee) of $40 USD per month (or $400 per year, save 2 months). The Platform Fee will be waived for a period of 3 months for any clients referred to Enginehire by the Client.
Pricing in this Agreement includes development and hosting of the Platform. Any other costs, such as communication services (SMS is presently billed at a rate of 1.45 cents = $0.0145 per message), will be billed separately to the Client (whenever possible, the Client will be notified in advance of any such costs).4. Cancellation and Termination
- unless otherwise agreed upon, the Client will not be entitled to any refunds of any fees, pro rata or otherwise;
- any outstanding balance owed to Enginehire for the Client’s use of the Platform through the effective date of such termination will immediately become due and payable in full;
- during this thirty day period the Client may access the photos, images, videos, graphics, written content, audio files or data (collectively, the “Material”) uploaded, collected, stored, displayed, distributed, transmitted or exhibited through Enginehire, after which time the Platform website will be taken offline and the Client will no longer be provided access or support; and
- ninety (90) days after termination, Enginehire will purge the Platform website. Enginehire may continue to store archived copies of the Material for purposes such as to defend a contractual claim, for audit purposes and to comply with the law.
5. Ownership of Intellectual Property
Enginehire does not claim any intellectual property rights over the Material uploaded, collected, stored, displayed, distributed, transmitted or exhibited through Enginehire. The Client retains ownership over all Materials that the Client uploads to the Platform. The Client is responsible for compliance of the Materials with any applicable laws or regulations. Enginehire shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Platform to promote its services.
Enginehire solely retains ownership of pre-existing and newly developed intellectual property, including the source code of any Tools. Tools means all design tools developed and/or used by Enginehire in performing the services, including pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements. All Tools are and shall remain the exclusive property of Enginehire. Enginehire retains all rights in and to all preliminary works.
Enginehire grants the Client a non-exclusive, non-transferable right to use the Platform for the duration of this Agreement. The Client agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Platform, use of the Platform, or access to the Platform without the express written permission of Enginehire.6. Accreditation
7. Relationship of the Parties
Enginehire shall determine, in its sole discretion, the manner and means by which the services are accomplished, including use of third parties as independent contractors. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither Party is authorized to act as agent or bind the other Party except as expressly stated in this Agreement. Enginehire and the work product or Platform prepared by Enginehire shall not be deemed a work for hire. All rights granted to the Client are contractual in nature and are expressly defined by this Agreement.
This Agreement does not create an exclusive relationship between the Parties. The Client is free to engage others to perform services of the same or similar nature to those provided by Enginehire, and Enginehire shall be entitled to offer and provide same or similar design services to others, solicit other clients and otherwise advertise the services offered by Enginehire. The Client further acknowledges and agrees that Enginehire employees and contractors may also be Enginehire customers.8. Representations and Warranties
Client represents and warrants to Enginehire that to the best of the Client’s knowledge, use of the Client’s content does not infringe the rights of any third party and the Client will obtain all necessary and appropriate rights and licenses to grant license to Enginehire to use third party materials.
Except for the express representations and warranties stated in this Agreement, Enginehire makes no warranties whatsoever. Enginehire explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with applicable laws or government rules.9. Indemnification and Limitation of Liability
The Client shall indemnify Enginehire from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of the Client’s responsibilities or obligations, representations or warranties under this Agreement, including due to materials included in the Platform at the request of the Client.
The Platform is sold “as is”, Enginehire does not warrant that use of the platform will be uninterrupted, secure, or error-free. Enginehire does not warrant that results that may be obtained from the use of the Platform will be accurate or reliable. Under no circumstances, Enginehire, or anyone involved in the business of Enginehire, including, but not limited to: its directors, officers, employees, design agents and affiliates will be liable for damages to the client for any and all causes whatsoever, regardless of the form of action, whether in contract, tort (including negligence) or otherwise. For greater certainty, in no event shall Enginehire be liable for any lost data or content, unauthorized access or use of data or content, lost profits, loss of goodwill, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Enginehire, even if Enginehire has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Enginehire does not provide any warranties or make representations to the Client with respect to third party software, applications, products, services or website links (collectively, “Third Party Services”). The Client acknowledges that Enginehire has no control over Third Party Services and shall not be responsible or liable for such Third Party Services. Under no circumstances shall Enginehire be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any third party services provider. These limitations shall apply even if Enginehire has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law. Enginehire shall have no liability arising from or relating to any third party hardware, software, information or materials selected or supplied by the Client.10. General
Modifications to this Agreement must be in writing and signed by both Parties. Failure by either Party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either Party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. All notices under this Agreement shall be given in writing either by: (a) Email, with return confirmation of receipt; (b) Registered mail, with return receipt requested. Notice will be effective when received, or in the case of email, on confirmation of receipt. Rights or obligations under this Agreement shall not be transferred, assigned or encumbered without the prior written consent of the other Party. This Agreement shall be governed by the laws of the Province of Ontario, Canada. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law. Headings and numbering used in this Agreement are for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of this Agreement, and shall not have any legal effect. This Agreement is the entire understanding of the Parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.
The Parties hereby accept the terms and conditions of this Agreement by agreeing to the Terms & Conditions.
