Terms & Conditions

Nrolled Inc. (the “Company”) operates a digital platform (the “Platform”) (available at www.nrolled.com and through the Nrolled Inc. mobile application) that connects healthcare, hospitality and other professionals (each such individual being a “Professional” as defined below) with enterprise Clients offering short-term working opportunities.

Subject to the terms and conditions outlined in this Nrolled Inc. Platform Services Agreement (together with any User Addendum incorporated herein by reference, the “Agreement”), the Company makes the Platform available to Users for access and use remotely via the Internet. In addition, it provides various related content, functionality, products, and services as may be made available through the Platform from time to time (collectively, the “Platform Services”).

This Agreement governs the User’s access to and use of the Platform Services. By clicking “ACCEPT” or by otherwise accessing or using the Platform, User agrees with the Company to be bound by this Agreement as either: (i) a Professional; or (ii) a Client (all capitalized terms as defined herein). Where an individual agrees to this Agreement on behalf of a corporation or other legal entity, such an individual represents that they have the legal authority to bind such entity to this Agreement.

BY USING THE PLATFORM YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THIS AGREEMENT AND THE COMPANY PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THIS AGREEMENT OR THE COMPANY PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE PLATFORM.

By using this Platform, you represent and warrant that you are of the legal age of majority under applicable law to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

The following capitalized words and expressions have the following meanings unless otherwise expressly provided in this Agreement:

“Client” means a Person registered for a Client Account on the Platform per this Agreement and who accesses or uses the Platform Services to post Shift Postings and hire Professionals.

“Client Account” means a User Account for use by a Client.

“Client Addendum” means an addendum that contains additional terms and conditions governing Client’s access to and use of the Platform Services, which is incorporated into and made part of this Agreement, if and as applicable.

“Client Content” means any content uploaded, transferred, submitted or otherwise made available by the Client to the Platform or Company, including Shift Postings and other materials relating to a Shift Posting provided by the Client.

“Company Parties” means the Company, its affiliates, and their respective officers, directors, employees, agents, and any other parties working for or engaged by the Company or otherwise involved in the operation or administration of the Platform or the provision of Platform Services.

“Company Privacy Policy” means the Company’s privacy policy, available at https://Nrolled.com/privacy-policy.

“Contract Services” means the services a Professional provides to a Client in connection with a Shift Posting.

“Documentation” means any user guides and other documentation relating to the Platform Services made available to User (regardless of form) by the Company from time to time.

“Login Credentials” has the meaning given to it in Section ‎2.2.

“Hosting Provider” has the meaning given to it in Section ‎4.3.

“Parties” means the Company and the User that has entered into this Agreement, each being referred to as a “Party” to this Agreement.

“Person” means an individual, a corporation, a partnership, a trust, an unincorporated organization, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity.

“Platform Enhancements” means any improvements, modifications, upgrades and updates (including revisions, patches, improvements, enhancements, corrections and new releases) to the Platform Services, including those designed to improve the capabilities or performance of the Platform Services and third-party tools.

“Platform Service Fee” has its meaning in Section ‎6.2. For certainty, Platform Service Fees include any transaction or other fees charged by third-party payment processors.

“Professional” means a Person who has registered for a Professional Account on the Platform per this Agreement and who accesses or uses the Platform Services to respond to Shift Postings posted on the Platform by Clients and perform Contract Services for Clients.

“Professional Account” means a User Account for use by a Professional.

“Professional Addendum” means the addendum that contains additional terms and conditions governing the Professional’s access to and use of the Platform Services, which is incorporated into and made part of this Agreement, if and as applicable.

“Professional Content” means any content uploaded, transferred, submitted or otherwise made available by the Professional to the Platform or Company, including biographic materials, profile photographs, and any other materials relating to the Professional and Professional’s response to a Shift Posting.

“Registration Information” has the meaning given to it in Section ‎2.1.

“Shift” means a scheduled period during which the Professional is to provide the Contract Services to the Client.

“Shift Posting” means a written description prepared by or on behalf of a Client for posting on the Platform, which describes the available Shift, Work Site, and scope of work required by the Client and may include other information such as information that may be required by or prompted by the Platform.

“Third Party Service” has its meaning in Section ‎7.1.

“Third Party Terms” has its meaning in Section ‎7.1.

“User” means the Professional or Client, as the context may indicate or require, entering into this Agreement.

“User Account” has the meaning given to it in Section ‎2.1.

“User Addendum” means the Professional Addendum or the Client Addendum, as the context may indicate or require.

“User Content” means Client or Professional Content, as the context may indicate or require.

“Work Site” means the location at which the Contract Services are to be performed, as requested by the Client.

2.1 User Account. To access the Platform and receive Platform Services, User must register on the Platform and create an individual User Account by completing the relevant registration forms prompted by the Platform (the “User Account”). User will need to register for a Client Account if User agrees to be bound by this Agreement as a Client. User will need to register for a Professional Account if User agrees to be bound by this Agreement as a Professional, in each case as prompted by the Platform. The User is responsible for providing true, accurate, current, and complete information as prompted by the registration forms (“Registration Information”), including contact, payment, and billing information. The User shall maintain and update such information to ensure it is always true, accurate, current, and complete.

2.2 Account Security. Each User Account requires a name, email address, and password (the “Login Credentials”). Login Credentials may also include other security and authentication information the Platform uses. The User is responsible for maintaining the confidentiality of the User’s Login Credentials and for all activities that occur under such Login Credentials. User may not: (a) disclose User’s Login Credentials to anyone else, or (b) attempt to gain control of or use any other person’s Login Credentials. User shall immediately change User’s password and notify Company if User’s Login Credentials are compromised in any way (including upon becoming aware that there has been any unauthorized access or use of the User’s User Account or Login Credentials or that there has been any other breach of security related to a User Account). Company will not have any liability to User for any use or transaction made using User’s Login Credentials or User Account (whether or not authorized by the User), and Company will not be liable for any loss or damage arising from User failure to comply with this Section ‎2.2.

2.3 Additional Terms. If the User is a Professional, the Professional Addendum (which includes additional terms and conditions governing the Professional’s access to and use of the Platform Services) will apply. If the User is a Client, the Client Addendum (which includes additional terms and conditions governing the Client’s access to and use of the Platform Services) will apply. The applicable User Addendum is incorporated into and made part of this Agreement.

3.1 Permitted Use. Subject to User’s compliance with this Agreement, Company authorizes User to access the Platform and use the Platform Services solely for the purposes described in this Agreement.

3.2 Responsibilities. User: (a) is responsible for all activity it conducts using the Platform Services; (b) shall comply with all applicable laws relating to its use of the Platform Services; (c) shall comply with all policies adopted by Company and posted on the Platform from time to time regarding the Platform Services; and (d) shall provide all equipment necessary to establish a connection to the Internet, access to the Internet, and any telephone, wireless or other connection and service fees associated with such access.

3.3 Restrictions. In accessing and using the Platform Services, User shall not:

make any modifications or enhancements to the Platform, or create any derivative work based on the Platform;
remove any proprietary notices and notations in or on the Platform that refer to the confidentiality of or the intellectual property rights of the Company or the Company’s licensors;
interfere or attempt to interfere with the proper workings or security, or integrity of the Platform;
attempt to gain unauthorized access to any part of the Platform other than those parts of the Platform to which User has been given express permission by Company
transmit any unwanted communications through or using the Platform Services, including but not limited to any advertising, bulk email, solicitations, spam, or any unlawful, threatening, abusive, defamatory, obscene, sexually explicit, or profane content;
transmit any virus, malware, or other harmful data or code through or using the Platform Services;
use or attempt to use the Platform for any illegal purposes or otherwise in any manner not contemplated by the Documentation;
infringe any intellectual or proprietary rights of the Company or any other party;
access or use the Platform Services in any way which may disrupt or impair:
the functionality of the Platform,
the use of the Platform by Company or any other Person, or
any systems used for the Platform Services; or
decompile, disassemble, reverse engineer or otherwise attempt to reconstruct or discover the source code, design, or underlying programming sequences, methodologies and techniques of any component of the Platform except to the extent permitted by applicable law.
3.4 Warranties and Representations. User represents and warrants that:

User has the legal capacity and rights, power and authority, and all necessary consents and approvals, to execute, deliver and perform all of its obligations under this Agreement and without the payment of any fees, royalties or other amounts to any other person;
User is, if an individual, of the legal age of majority under applicable law to form binding contracts with other persons and entities, and, if not an individual, User has the legal capacity to form binding contracts with other persons and entities;
none of the authorization, creation, execution or delivery of this Agreement nor compliance with or performance of the terms and conditions of this Agreement (including the licenses and assignments made herein) has resulted in or will result in a breach of, or constitute a default under, any agreement, understanding, undertaking or instrument (including, if User is a corporation, its articles, by-laws or other constituting documents and any resolutions passed by its board of directors or shareholders) to which it is a party or by which it or its property is or may be bound;
the performance or receipt of the Contract Services, as applicable, will not violate or infringe any third-party rights nor give rise to any third-party claims and are performed or received in compliance with all applicable laws, regulations, regulatory guidelines, policies and codes and industry guidelines, policies and codes; and
it has and will continue to comply with all applicable laws and regulations in performing this Agreement and its obligations.
3.5 Suspension. Company reserves the right, at its sole discretion, to suspend, with or without notice to User, User’s access to any (or all) Platform Services if Company reasonably determines that User is in breach of this Agreement or otherwise engaging in acts contrary to the policies of Company or any Documentation. For certainty, such suspension does not affect either Party’s rights and obligations accrued before the break (including concerning Contract Services provided by or to User before such rest).

4.1 Availability. The Platform is intended to be generally available seven days per week, 24 hours per day, except for downtime for system maintenance and other reasons beyond Company’s control. Company does not guarantee or warrant that all or any portion of the Platform will be accessible at all times or that User Content will be backed up or can be accessed at all times.

4.2 Security. The Company has implemented security policies and practices designed to protect the security and integrity of the Platform. However, no data transmission over the Internet or other communication network or systems can be guaranteed to be secure, and there is always a risk that an unauthorized third party could thwart the security measures that the Company has implemented, including by intercepting transmissions. Accordingly, THE COMPANY DOES NOT GUARANTEE THE SECURITY OF INFORMATION PROVIDED OR TRANSMITTED THROUGH THE PLATFORM.

4.3 Hosting Provider. User acknowledges and agrees that Company (or its licensors) may operate the Platform, provide the Platform Services, and store content and data (including User Content) using services, infrastructure, and software provided by third parties (“Hosting Providers”), which may be located in a jurisdiction outside of the jurisdiction in which User resides. User shall comply with any policies and terms of any Hosting Provider that apply to User and of which Company provides User with notice.

4.4 Changes. Company reserves the right to suspend, modify or update the Platform Services (or any part thereof) at any time in the Company’s sole discretion without notice to User (including to change or reduce or eliminate any features or functionalities of the Platform). In addition, the Company does not guarantee continued compatibility with any Third-Party Service.

4.5 Nature of the Platform Services. User acknowledges and agrees that in providing the Platform Services, Company merely provides a digital tool to assist: (a) Clients to create and publicize Shift Postings to procure Contract Services; and (b) Professionals to respond to Shift Postings and provide Contract Services. User expressly acknowledges and agrees that: (i) Company is not a placement agency; (ii) in providing Contract Services, Professionals will be acting at all times as independent contractors of the applicable Client and not as employees or independent contractors of the Company or employees of the Client for any purpose whatsoever; and (iii) neither the Company nor the User has the power or authority to bind the other or to assume or create any obligation or responsibility, expressed or implied, on the other's behalf or in its name, nor shall either of them hold herself out to any third party as a partner, joint venture, agent or employee of the other.

4.6 Ownership of Platform. The Company, or its licensors as applicable, is and shall be the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the Platform, Platform Services, and Platform Enhancements, including any solution enhancements created using any feedback or suggestion provided by the User, and all patents, copyrights, trademarks, trade secrets and other intellectual property rights therein. Except for the limited rights to use the Platform Services expressly provided to the User under this Agreement, the Company reserves all rights in and to the Platform Services, and no implied rights or licenses are granted.

4.7 Ownership of Work Product. The Client is and shall be the sole and exclusive owner of all right, title and interest throughout the world in and to all the work product which results from the Contract Services (the 'Work Product'). In furtherance of the foregoing, each Professional hereby assigns to the applicable Client all intellectual property rights in any Work Product that is created in connection with any Contract Services provided to such Client. All Professionals hereby waive any moral rights in all Work Product. The Company makes no representations and warranties with respect to any Work Product including, without limitation, any representation or warranty relating to originality or non-infringement.

5.1 Ownership and License. Subject to Section 4.6, the User retains ownership of any User Content and intellectual property rights in and to the User Content provided by the User to the Company or submitted by the User to the Platform. User hereby grants to Company (and any third party authorized by Company) an irrevocable, perpetual, worldwide, unrestricted, fully paid up, royalty-free, non-exclusive right and license to store, reproduce, publish, display, disclose, transmit, modify, and otherwise use and process User Content (in whole or in part, as is or as may be limited) and any materials based on or derived from User Content to provide the Platform Services, facilitating User’s access to and use of the Platform Services, and advertising and promoting the Company and Company’s products and services. The User hereby waives all moral rights (and all other rights of a like or similar nature) that the User may have in the User Content. User acknowledges that Company may publicly identify the User as a user of the Platform Services and use any logos or trademarks provided by User to Company in connection with Company’s advertising and promotional activities. In furtherance of the foregoing, each User hereby grants to the Company an irrevocable, perpetual, worldwide, unrestricted, fully paid up, royalty-free, non-exclusive license to use each User's names, logos and trademarks solely for the purpose of the Company’s advertising and promotional activities.

5.2 Responsibility for User Content. User acknowledges that Company does not independently evaluate, investigate, or otherwise conduct any due diligence regarding any User Content provided by Clients or Professionals. Company has no liability to User for any damage or loss concerning the accuracy of any User Content or User’s access to, or use of, or reliance on, any User Content (whether User Content of the User or another Client/Professional). All User Content is the sole responsibility of the User from whom such User Content originated. The Company disclaims any liability relating to User Content. The User uses all User Content at its discretion and sole risk.

5.3 User Content Details. User represents and warrants that all User Content provided to Company or made available to and through the Platform by User: (a) is true, accurate and current; (b) does not and will not, directly or indirectly, infringe, violate or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; and (c) is provided in compliance with all applicable laws, regulations, regulatory guidelines, policies and codes and industry guidelines, policies and codes.

5.4 Use of User Content by Third Parties. User acknowledges that User Content provided to Company or submitted to the Platform (such as Shift Postings and Professional biographical details) may be accessible by other Clients and Professionals. The Company cannot guarantee that any further dissemination of User Content will be subject to Company’s control. Accordingly, the User now releases the Company from any liability related to a third party's dissemination, reproduction, distribution, display, or use of User Content.

5.5 Right to Remove or Refuse Content. Company reserves the right to remove or decline to post to the Platform any User Content that violates the terms of the Agreement or for any other reason that the Company determines, in its sole discretion, including that such User Content presents a business, legal, or security risk to Company, other Users or any other Persons. Company will not be liable for any damages arising from the Company’s removal of any User Content or the Company’s refusal to post any User Content.

6.1 Payment for Contract Services. If the User is a Professional, then the User will invoice Company and be paid in accordance with the terms of the applicable Professional Addendum. If the User is a Client, then the User will receive invoices from Company (acting as agent on behalf of the Professional(s) providing Contract Services to that User) and will pay for Contract Services in accordance with the terms of the applicable Client Addendum.

6.2 Platform Service Fees. Company (and providers of Third-Party Services, where applicable) may impose a transaction charge, use fee, or another amount in respect of certain Platform Services (“Platform Service Fees”). Platform Service Fees may be set out in the applicable User Addendum or disclosed to the User through the Platform. Where applicable, Company may deduct Platform Service Fees from amounts otherwise payable to the User, including Platform Service Fees in or with fees otherwise payable by the User, or separately invoice the User for Platform Service Fees.

6.3 Payment Processing. The Company may use a third-party payment processor. The processing of payments in connection with using the Platform Services will be subject to the payment processor's terms, conditions, and privacy policies (and, where applicable, payment card issuer). The Company is not responsible for any errors by the payment processor, and the User shall resolve any disputes for amounts charged (or paid/not paid) directly with the payment processor. In connection with the User’s use of the Platform Services, Company will obtain specific transaction details, which the Company will use solely by the data processing and privacy terms of this Agreement and the Company Privacy Policy. The User will be responsible for obtaining all necessary authorizations and consents to process User credit cards and other permitted payment cards and methods.

6.4 Taxes Company’s fees are exclusive of any applicable taxes which may be assessed by any governmental authority having jurisdiction. User shall be responsible for all goods and services tax, harmonized sales tax, provincial sales taxes, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial, or municipal governmental entity or regulatory authority on any amounts payable by User hereunder.

7.1 Third-Party Terms. The Platform may include features or links that direct the User to or allow the User to access, use, or interact with third-party websites, applications, content, products, and services (“Third Party Services”). When the User accesses, uses or interacts with any Third-Party Service, their terms and privacy policies (“Third Party Terms”) will apply. The User is solely responsible for all fees, charges, and expenses associated with Third-Party Services. To the extent that User elects to access, use or interact with any Third-Party Services, User authorizes Company to disclose User Content and other information provided by the User (including financial information and personal information) to the appropriate third party to facilitate User’s access to, use of, or interaction with such Third-Party Services.

7.2 No Liability for Third Party Services. The User accesses, uses or interacts with such Third-Party Services at User’s sole risk. Company will have no liability to User for any damage or loss in connection with User’s access to, use of, or interaction with any Third-Party Services (including concerning any unauthorized disclosure, service, or loss of any User Content or other information provided by the User). User hereby irrevocably releases Company and other Company Parties from any claims and liabilities associated with User’s access to, use of, or interaction with any Third-Party Services.

The collection, use, and disclosure of personal information in connection with the User’s access to and use of the Platform Services will be subject to and governed by the Company Privacy Policy, which is incorporated into and made part of this Agreement by reference. User is responsible for its compliance with all applicable privacy laws, and User confirms that all personal information provided by User to Company or submitted to the Platform has been provided in compliance with all applicable laws.

THE PLATFORM AND PLATFORM SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND AT USER’S OWN RISK. EXCEPT AS EXPRESSLY OUTLINED IN THIS AGREEMENT, THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PLATFORM AND THE PLATFORM SERVICES, INCLUDING ANY WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

10.1 Limitations and Exclusions . IN NO EVENT SHALL THE COMPANY BE LIABLE TO USER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE FEES PAID OR PAYABLE TO THE COMPANY PURSUANT TO THIS AGREEMENT IN THE 3 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2 No Liability for Contract Services. In providing the Platform Services, including collecting fees on behalf of Professionals from Clients, the Company is solely acting as agent. Contract Services are provided by Professionals directly to Clients. Upon acceptance of a Shift Posting by a Professional, a contract is deemed to exist directly between the Professional and the Client for such Contract Services. IN NO EVENT SHALL THE COMPANY BE LIABLE TO ANY USER OR TO ANY THIRD PARTY FOR ANY LOSSES RELATING TO THE CONTRACT SERVICES OR OTHERWISE RELATING TO THE SERVICES PROVIDED BY A PROFESSIONAL TO A CLIENT.

10.3 Limitations Apply. User acknowledges that in entering into this Agreement and using the Platform Services, Company has relied on the limitations and exclusions of liability outlined in this Agreement as a fundamental and essential part of the Parties’ agreement herein. Accordingly, the limitation and exclusions outlined in this Agreement apply irrespective of the cause of action, demand, claim or theory of liability, including in contract, negligence, tort, by statute or otherwise, and shall survive the termination of this Agreement whether the termination is initiated by the User or the Company, on a with or without cause basis, or by mutual agreement, or whether the termination is lawful or unlawful.

User shall defend, indemnify and hold harmless Company and the Company Parties from and against any claims, damages, liabilities, losses, costs and expenses (including legal expenses, fines, fees and the cost of investigation and resolution) arising out of, relating to or in any connection with any claim, action, suit or proceeding by, or settlement with, any third party (including another User) based on, or arising as a result of (a) User’s breach of any obligation, covenant, warranty, representation, grant, license or waiver of rights or agreement made in this Agreement; or (b) any User Content provided or submitted by User.

12.1 Agreement to Arbitrate

If any dispute, disagreement, claim or difference arises out of or relating to this Agreement or the Contract Services between the Company and the User, or the User and the Company or any Company Parties (a “Dispute”), the Party raising the Dispute shall promptly provide written notice to the other Party (a “Dispute Notice”). The Parties agree to first attempt to resolve any disputes or claims amicably through discussion between the Parties. If the Parties are unable to resolve amicably within 30 days of the delivery of a Dispute Notice by one Party on the other Party, the Parties agree that, to the fullest extent permitted by law, any disputes or claims between User and Company, whether in contract, tort, or otherwise arising out of or in any way relating to this Agreement, the Platform Services, the Contract Services, or the relationship between the Parties, including but not limited to any disputes or claims regarding the formation (including any assertion of unconscionability or invalidity), existence, breach, termination, services, scope, validity, enforceability, applicability, or interpretation of the relationship between the Parties or this Agreement, shall be exclusively resolved by final and binding arbitration.
For additional clarity, by entering into this Agreement, the User waives, to the extent permitted by applicable law, their right to have any dispute or claim resolved by a court unless expressly set out herein.
12.2 Arbitration Procedures and Location. All Disputes will be finally resolved by arbitration before a single arbitrator under the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. (the “ADRIC Simplified Rules” and the “Institute,” respectively), except that the Parties will ask the Institute to deliver to all parties a list of at least three individuals from which the parties may agree to select an arbitrator. In the event the Parties do not agree to choose an arbitrator within 14 days of receipt of the list from the Institute, the Institute will appoint the arbitrator per the ADRIC Simplified Rules. The Seat of Arbitration (as defined in the ADRIC Simplified Rules) will be in Toronto, Ontario. The language of the arbitration will be English.

12.3 Arbitration Costs, Lawyers’ Fees, and Costs. The arbitrator shall have the power to award and apportion the arbitration costs (including the arbitrator’s fees and expenses) by the ADRIC Simplified Rules. Each Party shall otherwise pay its own lawyers’ fees and expenses.

12.4 Awards. The arbitrator is authorized to award any remedy or relief available under applicable law that the arbitrator deems just and equitable, including any treatment or relief that would have been available to the parties had the matter been heard in a court. The arbitrator's decision shall be in writing and provide the reasons for the award unless the parties agree otherwise.

13.1 Term. This Agreement shall become effective upon User’s acceptance of this Agreement, or the date on which User commences using the Platform Services (whichever is first), and shall remain in force until terminated by either Party in accordance with this Agreement.

13.2 Renewal. If User has subscribed for a specific term or period (e.g. annual or monthly or on some other basis), then at the end of each such period, this Agreement will be automatically renewed for some time of the same duration as the immediately preceding term or period.

13.3 Termination – Particular Events. Company may immediately terminate this Agreement or, without limiting its other rights and remedies, suspend, User’s access to the Platform Services without notice upon the occurrence of any of the following events: (a) User fails to make any payments when due; (b) User fails to comply with any provision of this Agreement; or (c) User files an assignment in bankruptcy or is or becomes bankrupt or insolvent, upon the appointment of a receiver for all or substantially all of the property or assets of the User, upon the making of any assignment or attempted assignment for the benefit of creditors or on the institution by User of any act or proceeding for the winding up of its business. Suppose the Company terminates or suspends the User’s access to the Platform Services or this Agreement under this Section. In that case, User understands and agrees that the User will not receive a refund or credit for any fees paid.

13.4 Other Termination. Company reserves the right to terminate this Agreement or suspend or terminate User’s access to the Platform Services (or any part of the Platform Services): (a) upon five days’ notice to User for any reason whatsoever; or (b) immediately, if User does not agree to accept an amended version of this Agreement as amended by Section 14. Where the Company terminates or suspends the User’s access to the Platform Services or this Agreement under this Section ‎13.4, the User shall receive a pro-rata refund of any fees prepaid to the Company for which Platform Services have not been provided.

13.5 Termination by Users. User may cease to use the Platform Services at any time subject to payment in full of all amounts owing to Company under this Agreement.

13.6 Effects of Termination. In the event of a termination of the Agreement:

User’s access to the Platform and Platform Services shall terminate;
User will remain obligated to make any payments due hereunder which remain unpaid;
Company will provide the User with 30 days to retrieve any User Content it has submitted to the Platform; and
Company may (but has no obligation to) remove any User Content and delete any User information or related details.
Termination of this Agreement will not affect any Party’s accrued rights or liabilities. Company will not be responsible or liable to User for User’s inability to access or use any User Content or any other portion of the Platform after the termination of this Agreement. In addition to all other rights that the Company has at law or under this Agreement, following termination or expiration of this Agreement for any reason, User remains liable to pay for all unpaid fees accrued up to the date of termination.

13.7 Survival. The rights and obligations of the parties set forth in this Section 13.7 and Sections 3.4, ‎4.5, ‎4.6, ‎4.7, 5, ‎6, ‎7, ‎8, ‎9, ‎10, ‎12, ‎13.5, ‎13.6, and ‎15, and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

The Company reserves the right in its sole discretion to revise and update this Agreement from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Platform Services. Users agree to periodically review the terms and conditions in order to be aware of any such modifications, and the continued use of the Platform Services shall be User's acceptance of these.

15.1 Notice. All notices under this Agreement shall be in writing and shall be duly provided for if the information is remitted to its addressee by pre-paid courier, registered or certified mail, or e-mail, if to Company to the address listed on the contact portion of the Platform, and if to the User to the address set out on its profile included in the Registration Information. Notices sent in accordance with this Section will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by email if sent during the addressee's normal business hours, and on the next business day if sent after the addressee's normal business hours; and (d) on the 5th day after the date mailed by registered mail, postage prepaid.

15.2 Compliance with Laws. User is solely responsible for complying with, and User shall comply with, all applicable laws in connection with User’s access to and use of the Platform Services.

15.3 Entire Agreement. This Agreement (including, for certainty, all User Addendums) contains the complete and exclusive statement of the agreement between the Parties relating to the subject matter of this Agreement. It supersedes all prior and contemporaneous agreements, purchase orders, understandings, proposals, negotiations, representations, or warranties, whether written or oral. No oral or written presentation between the Parties that are not expressly contained in or explicitly provided for by this Agreement is binding on either Party.

15.4 Governing Law. This Agreement will be interpreted by and governed by the laws of the Province of Ontario, Canada, without regard to any conflict of law principles that would cause the application of any other law.

15.5 Assignment. This Agreement will be binding upon and will ensure to the benefit of and be enforceable by each party, their respective successors and permitted assigns. User may not assign, delegate or transfer all or any part of this Agreement (or any of User’s rights or obligations) without the Company’s prior consent. Company may assign this Agreement without User’s consent at any time.

15.6 Relationship. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, franchise, employment, master-servant or fiduciary relationship between the Parties or any legal relationship between User and Company. Without limiting the foregoing, the Company shall have no liability or responsibility for withholding or remitting any income, payroll, or other federal or provincial taxes, including employment insurance remittances, Canada Pension Plan contributions, or employer health tax or worker's compensation insurance premiums for any User. Each User is responsible for these withholding, remitting and registration obligations, and shall indemnify the Company from and against any order, penalty, interest, taxes, or contributions that may be assessed against the Company due to the failure or delay of a User to make any such withholdings, remittances or registration, or to file any information required by any law and any and all costs incurred by the Company and associated with any such failures.

15.7 Waiver. Failure to exercise or enforce any right or provision shall not affect Company’s right to exercise or enforce such right or provision at any time after that, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

15.8 Severability. Suppose a court of competent jurisdiction holds any provision of the Agreement as invalid or unenforceable in any respect. In that case, the remaining provisions of the Agreement or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of the Agreement shall be valid and enforceable to the extent granted by law.

15.9 Currency. All amounts referred to in this Agreement are expressed in Canadian dollars unless expressly indicated otherwise.

15.10 Force Majeure. Company shall not be liable responsible to User, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic (including, for greater certainty, related to COVID-19) lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.Company shall not be liable responsible to User, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic (including, for greater certainty, related to COVID-19) lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

15.11 Interpretation. In this Agreement: (a) the division of this Agreement into Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement; (b) “including” means “including without limitation”, and “includes” means “includes, without limitation”; (c) unless the context requires otherwise, words importing the singular include the plural and vice versa, and words importing gender include all genders; (d) if any payment is required to be made or other action is needed to be taken pursuant to this Agreement on a day which is not a business day, then such payment or effort will be made or accepted on the next business day; (e) any reference in this Agreement to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such law or section as amended, restated or re-enacted from time to time; (f) all Company said rights and remedies are not exclusive and are in addition to any other available rights and remedies.

15.12 English Language. The parties have expressly required that this Agreement and all related documents, including notices and other communications, be drawn up in English exclusively. Les parties ont expressément exigé à ce que la présente convention ainsi que tous les documents qui s’y rattachent, incluant les avis et autres communications, soient rédigés en anglais exclusivement.