1. IZMIITE Properties: Description of Platform and Hiring Service.
IZMIITE, LLC (“IZMIITE” or “we”) provides a network (“Network”) of independent contractors who provide Salesforce Implementation, development, support or other professional services (each a “Expert” and the services they provide, the “Expert Services”). The “Platform” includes (a) IZMIITE’s web site located at https://www.IZMIITE.ca (the “Site”), (b) IZMIITE’s technology platform designed to find and connect Expert to those in need of Salesforce Implementation, development, support, and other professional services offered by or through IZMIITE (the “Platform”), and (c) all software, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively, the “Content”). Any new features added to or augmenting the Platform are also subject to this Client Platform Service Agreement (“CPSA”). The “Hiring Services” involve using any and all features, functions, and Content of the Platform that enable clients to identify, review, contact, and otherwise take steps to engage Expert, as well as IZMIITE’s work in assisting you (“you” or “Client”) in identifying, reviewing, contacting, and taking steps to engage Expert. The Hiring Services do not include any work performed by Expert. For ease of reference, the Site, Network, Platform, identities or descriptions of Expert and Expert services, the Hiring Services, Other Content, IZMIITE’s Proprietary Information, and any other IZMIITE products or services are collectively referred to in this CPSA as “IZMIITE Properties.” “IZMIITE Properties” include all such elements as a whole, as well as individual elements and portions thereof. Nothing in this CPSA obligates: (1) you to engage any particular Expert for any work, (2) IZMIITE to provide you or any Client with Hiring Services, or (3) IZMIITE to identify Expert for your particular needs.
2. Approval of Terms.
2.1. Approval and Legally Binding Agreement. IZMIITE provides the IZMIITE Properties to you through the Site and the Platform, subject to this CPSA. By accepting this CPSA or by accessing or using any portion of the IZMIITE Properties, you acknowledge that you have read, understood, and agree to be bound by this CPSA. You further acknowledge that this CPSA is a contract between you and IZMIITE, even though it is electronic and is not physically signed by you and IZMIITE, and it governs your use of the IZMIITE Properties. If you are entering into this CPSA on behalf of a company, business or other legal entity (“Client Entity”), you represent that you have the authority to contractually bind such Client Entity to this CPSA, in which case the terms “you” or “your” or “Client” will refer to such Client Entity. IF YOU DO NOT HAVE SUCH AUTHORITY TO CONTRACTUALLY BIND SUCH CLIENT ENTITY TO THIS CPSA, OR IF YOU DO NOT AGREE WITH THIS CPSA, YOU MUST NOT ACCEPT THIS CPSA AND YOU MAY NOT ACCESS OR USE THE IZMIITE PROPERTIES.
2.2. CPSA Updates. IZMIITE reserves the right, at its sole discretion, to change or modify portions of this CPSA at any time. IZMIITE will post the changes to this CPSA on the Site and will indicate at the top of this page the date these terms were last revised. It is your responsibility to check the CPSA periodically for changes. Your continued use of any of the IZMIITE Properties after the date any such changes become effective constitutes your acceptance of the new or revised CPSA.
2.3. Registering Your Account. As part of the registration process, you will identify a user name and password for your Account (“Account”). You are solely responsible for maintaining the confidentiality of your user name and password and for any authorized or unauthorized use of the same. You also agree to provide IZMIITE truthful, accurate, and complete information in all interactions with IZMIITE via any of the IZMIITE Properties.
3. Restrictions on Your Use of IZMIITE Proprietary Information.
3.1. Confidentiality. All business, technical or financial information disclosed by IZMIITE via the IZMIITE Properties, including without limitation, the Site, Platform, or Hiring Service, is the “Proprietary Information” of IZMIITE. Proprietary Information also includes, but is not limited to, the rates of each Expert in the Network. You will hold in confidence and not disclose to others any Proprietary Information. You will also not use Proprietary Information for any purposes other than evaluation of IZMIITE, Expert and Expert Services as an existing or prospective client of IZMIITE. However, you will not be obligated under this Section 3.1 with respect to information that you can document is or becomes readily publicly available without restriction and through no fault of you (i.e., information that IZMIITE makes generally available to the public on the Site without requiring acceptance of this CPSA or a similar obligation of confidentiality). You may make disclosures of Proprietary Information required by law or court order provided that you give IZMIITE advance written notice. When you have completed your use of the Platform or Hiring Service, or if you have not used the Platform or Hiring Service in 12 months, you will destroy all items and copies containing or embodying Proprietary Information.
3.2. Non-Solicit. During all periods of your access to or use of the Platform or Hiring Service and for twelve (12) months after each such access or use (collectively, all such periods are referred to as the “Non-Solicit Period”), you will not, directly or indirectly, encourage or solicit to hire, or otherwise hire or engage for performance of services (excluding services performed pursuant to a Sourced Expert Agreement signed by both you and IZMIITE) any Expert whom you become aware of in connection with your interaction with IZMIITE. You also agree that you will not refer such Expert directly to parent, sibling, or other affiliated companies.
4. Access and Use/ General Conditions
4.1. Authorization to Access and Use IZMIITE Properties. (a) Subject to your compliance with this CPSA and the provisions hereof, you may access or use the IZMIITE Properties solely for the purpose of your evaluation of IZMIITE, Expert and IZMIITE’s products and services as an existing or prospective Client of IZMIITE. (b) You will not: (i) allow any competitor of IZMIITE to use or access the IZMIITE Properties, (ii) use or access the IZMIITE Properties to develop or enhance any product or service, or (iii) copy any ideas, features, functions or graphics of the IZMIITE Properties. You are not permitted to access or use the IZMIITE Properties for public comment unless authorized in writing by IZMIITE. You are also not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the IZMIITE Properties. You may only link to the Site or Platform, or any portion thereof, as expressly permitted by IZMIITE. You agree not to access the Site, Platform, or Hiring Service by any means other than through the interface that is provided by IZMIITE to access the same, except that you may download, display, and print portions of the Content other than any software, but only to the minimum extent necessary and consistent with the purpose of your access and use of the IZMIITE Properties under this CPSA, and provided further that you do not modify such Content in any way and you keep intact all copyright, trademark, and other proprietary notices.
4.2. Ownership and Restrictions. All rights, title and interest in and to the IZMIITE Properties will remain with and belong exclusively to IZMIITE. You will not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the IZMIITE Properties available to any third party, (b) use the IZMIITE Properties in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the IZMIITE Properties or their related components, or (c) modify, adapt or hack the IZMIITE Properties to, or try to, gain unauthorized access to the IZMIITE Properties or related systems or networks (i.e., circumvent any encryption or other security measures, gain access to any source code or any other underlying form of technology or information, and gain access to any part of the IZMIITE Properties, or any other products or services of IZMIITE that are not readily made available to the general public or to you using your own account name and password as instructed by IZMIITE).
4.3. Responsibility for Your Data. You are solely responsible for all data, information and other content, that you upload, post, or otherwise provide or store (hereafter “post(ing)”) in connection with or relating to the Site, Network, Platform, or Hiring Service.
4.4. Consent to Record Calls. IZMIITE may record video and/or phone calls for quality assurance and training purposes. By signing this agreement, you agree to the recording of video and/or phone calls. You may revoke consent to record a particular call by alerting the applicable IZMIITE team member.
4.5. Limiting Access To Your Account. IZMIITE may access your Account in order to respond to your requests for technical support or to verify compliance with your obligations to IZMIITE, comply with law, or to maintain and improve its own systems. IZMIITE may, at its option, provide email or other online account support.
4.6. Reservation of Rights. IZMIITE and its licensors each own and retain their respective rights in and to all logos, company names, marks, trademarks, copyrights, trade secrets, know-how, patents and patent applications that are used or embodied in or otherwise related to the IZMIITE Properties. IZMIITE grants no other rights or licenses (implied, by estoppel, or otherwise) whatsoever to you under this CPSA.
5. Use of Intellectual Property.
5.1. Rights in User Content. By posting your information and other content (“User Content”) on or through the IZMIITE Properties, you grant IZMIITE a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the IZMIITE Properties. IZMIITE has the right, but not the obligation, to monitor the IZMIITE Properties and User Content. IZMIITE may remove or disable any User Content at any time for any reason, or for no reason at all.
5.2. Unsecured Transmission of User Content. You understand that the operation of the Site and Platform, including User Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to IZMIITE’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the IZMIITE Properties. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of User Content. IZMIITE will have no liability to you for any unauthorized access or use of any of User Content, or any corruption, deletion, destruction or loss of any of User Content.
5.3. Feedback. You may submit ideas, suggestions, or comments (“Feedback”) regarding the IZMIITE Properties or IZMIITE’s business, products or services. By submitting any Feedback, you acknowledge and agree that (a) your Feedback is provided by you voluntarily and IZMIITE may, without any obligations or limitation, use and exploit such Feedback in any manner and for any purpose, (b) you will not seek and are not entitled to any money or other form of compensation, consideration, or attribution with respect to your Feedback regardless of whether IZMIITE considered or used your Feedback in any manner, and (c) your Feedback is not the confidential or proprietary information of you or any third party.
6. Your Representations and Warranties.
You represent and warrant to IZMIITE that (a) you own all User Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow IZMIITE to use the same as permitted in this Agreement) in connection with the IZMIITE Properties; (b) User Content and other activities in connection with the IZMIITE Properties, and IZMIITE’s exercise of all rights and licenses granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (c) you are eighteen (18) years of age or older.
The CPSA applies and remains in effect until you no longer are using or accessing the IZMIITE Properties, provided however that all provisions of a continuing nature including, without limitation, those set forth in the following sections will survive the termination of this CPSA: 2.3, 3, 4.1(b), 4.2, 4.4, 4.5, and 5 – 12.
8. NO WARRANTIES AND DISCLAIMER BY IZMIITE.
THE IZMIITE PROPERTIES, AND PARTICULARLY THE SITE, PLATFORM, HIRING SERVICES, CONTENT, PROPRIETARY INFORMATION AND ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND IZMIITE EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT IZMIITE DOES NOT WARRANT THAT YOUR ACCESS OR USE OR BOTH OF THE IZMIITE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND IZMIITE DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE IZMIITE PROPERTIES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM IZMIITE OR THROUGH THE IZMIITE PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS CPSA.
9. LIMITED LIABILITY.
9.1 Exclusion of Damages and Limitation of Liability. IZMIITE does not charge fees for you to access and use the IZMIITE Properties pursuant to this CPSA. As consideration for your free access and use of the IZMIITE Properties pursuant to this CPSA, you further agree that IZMIITE WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS CPSA, INCLUDING WITHOUT LIMITATION, YOUR USE OR INABILITY TO USE THE SITE, PLATFORM, HIRING SERVICES, CONTENT, PROPRIETARY INFORMATION, OR ANY INTERRUPTION OR DISRUPTION OF SUCH USE, EVEN IF IZMIITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE). THE AGGREGATE LIABILITY OF IZMIITE WITH REGARD TO THIS CPSA WILL IN NO EVENT EXCEED USD$1.00.
9.2. Jurisdictional Limitations. Some states and other jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, IZMIITE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
10. Dispute Resolution; Jury Waiver.
THIS CPSA IS MADE UNDER, AND WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF ONTARIO APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. In any action between or among any of the parties, whether arising out of this CPSA or otherwise, each of the parties irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction and venue of the state and federal courts located in Toronto, Ontario; (b) WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY; and (c) consents to service of process by first class certified mail, return receipt requested, postage prepared, to the address at which such party is to receive notice in accordance with Section 11.
12. Applicable Agreements.
IZMIITE Expert perform services pursuant to Expert Services agreements that Clients and IZMIITE enter into separate from this CPSA (“Sourced Expert Agreements”). Your access or use of the IZMIITE Properties other than Hiring Services always will be governed by the then-current CPSA. Your access and use of Hiring Services also will be governed by the then-current CPSA, unless you are accessing and using the Hiring Services while you are a party to an active Sourced Expert Agreement, in which case your access and use of the Hiring Services will be governed solely by the Sourced Expert Agreement in connection with which you are accessing and using the Hiring Services.